EX-4.8

 Exhibit 4.8

Private and Confidential

 

 

 

 

DATED 28 February 2022

 

 

 

 

 

 

 

 

NAVARRA SHIPPING CORPORATION

and

PELAYO SHIPPING CORPORATION (1)

as Borrowers

 

-and-

 

ALPHA BANK S.A. (2)

as Lender

 

 

 

___________________________________

 

FACILITY AGREEMENT

in respect of a loan of up to 

USD7,000,000 

____________________________________

 

 

 

 

 



 PIRAEUS 
  
 

 
	 	
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 Index
 ClausePage
  

1Purpose and definitions1Purpose and definitions3

2The Bank’s Commitment, Advance and Use of Proceeds18

3Interest and Interest Periods19

4Repayment and prepayment21

5Fees and expenses23

6Payments and taxes; Accounts and calculations24

7Representations and warranties27

8Undertakings33

9Conditions41

10Events of Default42

11Indemnities46

12Unlawfulness and Increased Costs Mitigation46

13Security, set-off and miscellaneous48

14Earnings Accounts50

15Assignment, transfer and lending office51

16Notices52

17Borrowers' obligations53

18Governing law55

19Jurisdiction55

Schedule 1 Form of Drawdown Notice58

Schedule 2 Conditions precedent59


 

 
	 	
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 THIS AGREEMENT is dated 28 February 2022 and made BETWEEN:
  

		(1)	NAVARRA SHIPPING CORPORATION and PELAYO SHIPPING CORPORATION as Borrowers; and


(2)       ALPHA BANK S.A. as
Bank.
 IT IS AGREED as follows:

		1	Purpose and definitions


		1.1	Purpose


This Agreement sets out the terms and
conditions upon which the Bank agrees to make available to the Borrowers a loan facility of up to USD7,000,000 for the purpose of refinancing the Existing Indebtedness, provided that such amount is sufficient to repay the whole of the Existing
Indebtedness.
  

		1.2	Definitions


In this Agreement, unless the context otherwise
requires:
 “Approved Broker” means
each of (i) H Clarkson & Co. Ltd. of St Magnus House, 3 Lower Thames Street, London EC3R 6HE, England, (ii) Arrow Research Ltd. of Harbour House, Chelsea Harbour, London SW10 0XE, England, (iii) SSY of Lloyds Chambers, 1 Portsoken Street, London
E1 8PH, England, (iv) Maersk Broker K/S, Midtermolen 1, 2100 Copenhagen, Denmark, (v) E.A. Gibson Shipbrokers Ltd., Audrey House, 16-20 Ely Place, London EC1N 6SN, England and (vi) Golden Destiny of 57 Akti Miaouli Street, Piraeus GR-185 36, Greece,
or such other reputable, independent and first class firm of shipbrokers specialising in the valuation of vessels of the relevant type appointed by the Bank and agreed with the Borrowers;

“Asset Cover Ratio” means, on any day, the
ratio of the Security Value to the Loan on that day.

“Assignee” is defined in clause
15.3;
 “Bank” means Alpha Bank
S.A., a banking société anonyme duly incorporated under the laws of Greece, having its registered office at 40 Stadiou Street, Athens, 102 52, Greece, acting for the purposes of this Agreement through its office at 93 Akti Miaouli, 185
38 Piraeus, Greece (or of such other address as may last have been notified to the Borrowers pursuant to clause 16.2.3);
 “Banking Day” means a day on which dealings in deposits in USD are carried on in the London Interbank Eurocurrency Market and a day (other than Saturday or
Sunday) on which banks are open for general business in Buenos Aires, London, Piraeus, Athens and New York City;
 “Bareboat Charter” means each of:

 
	 	
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		(i)	the bareboat charterparty dated 04 June 2010 and made between Navarra as owner and the Bareboat Charterer as bareboat charterer in respect of
Vessel A, as the same may be amended and supplemental from time to time, in such form as the Bank may approve or require; and


		(ii)	the bareboat charterparty dated 01 June 2010 and made between Pelayo as owner and the Bareboat Charterer as bareboat charterer in respect of
Vessel B, as the same may be amended and supplemental from time to time, in such form as the Bank may approve or require,



 


  and in the plural means both of them;
 “Bareboat Charter Assignment” means the assignment of each Bareboat Charter executed or to be executed pursuant hereto by Navarra and Pelayo respectively in
favour of the Bank in such form as the Bank may approve or require, and in the plural means both of them;
 “Bareboat Charterer” means Compañía Naviera Horamar S.A., a company incorporated in Argentina with its registered office at Av. Juana Manso 205, 6th
floor, Buenos Aires, Argentina.
 “Borrowed
Money” means Indebtedness in respect of (i) money borrowed and debit balances at banks, (ii) any bond, note, loan stock, debenture or similar debt instrument, (iii) acceptance or documentary credit facilities, (iv) receivables sold or
discounted (otherwise than on a non-recourse basis), (v) deferred payments for assets or services acquired, (vi) finance leases and hire purchase contracts, (vii) swaps, forward exchange contracts, futures and other derivatives, (viii) any other
transaction (including without limitation forward sale or purchase agreements) having the commercial effect of a borrowing or of any of (ii) to (vii) above and (ix) guarantees in respect of Indebtedness of any person falling within any of (i) to
(viii) above;
 “Borrowers” means
Navarra Shipping Corporation (“Navarra”) and Pelayo Shipping Corporation (“Pelayo”), each of which is a corporation incorporated in the Republic of the Marshall Islands and having its registered address at Trust
Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands and each registered as a foreign maritime entity in Liberia, and in the plural means both of them;

“Break Costs” means the aggregate amount of
all losses, premiums, penalties, costs and expenses whatsoever certified by the Bank at any time and from time to time as having been incurred by it in maintaining or funding the Loan or in liquidating or re employing fixed deposits acquired to
maintain the same as a result of either:

		(a)	any repayment or prepayment of the Loan or any part thereof otherwise than in accordance with, respectively, clause 4.1 (Repayment) or
clause 4.3 (Mandatory Prepayment on Total Loss) whether on a voluntary or involuntary basis or otherwise howsoever or


		(b)	of the Borrowers failing or being incapable of drawing the Loan after a Drawdown Notice has been given;


“Casualty Amount” means seven hundred fifty
thousand Dollars (USD750,000) (or the equivalent in any other currency);

 
	 	
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 “Certified Copy” means in relation to any document delivered or issued by or on behalf of any company, a copy of such document certified as a true, complete and
up to date copy of the original by any of the directors or officers for the time being of such company or by such company’s attorneys or solicitors;

“Charter Assignment” means a specific
assignment of any Extended Employment Contract required to be executed hereunder by either Borrower in favour of the Bank (including any notices and/or acknowledgements and/or undertakings associated therewith) in such form as the Bank may require
in its sole discretion;

“Classification” means, in relation to each
Vessel, the highest class available for a vessel of her type with the relevant Classification Society;
 “Classification Society” means, in relation to each Vessel, any IACS classification society which the Bank shall, at the request of the Borrowers, have agreed in
writing shall be treated as the classification society in relation to such Vessel for the purposes of the relevant Ship Security Documents;

“Code” means the US Internal Revenue Code of
1986, as amended, and the regulations 
 

promulgated and rulings issued thereunder;

“Commitment” means, in relation to the Loan,
the maximum amount which the Bank has agreed to lend to the Borrowers under clause 2.1 as reduced by any relevant term of this Agreement;

"Compulsory Acquisition" means, in respect of a
Vessel, requisition for title or other compulsory acquisition including, if that ship is not released therefrom within the Relevant Period, capture, appropriation, forfeiture, seizure, detention, deprivation or confiscation howsoever for any reason
(but excluding requisition for use or hire) by or on behalf of any Government Entity or other competent authority or by pirates, hijackers, terrorists or similar persons; "Relevant Period" means for the purposes of this definition of
Compulsory Acquisition either (i) ninety (90) days or, (ii) if relevant underwriters confirm in writing (in terms satisfactory to the Bank) prior to the end of such ninety (90) day period that such capture, seizure, detention or confiscation will be
fully covered by the relevant Borrower’s and/or the Bareboat Charterer’s war risks insurance if continuing for a further period exceeding ten (10) calendar months, the shorter of twelve (12) months and such period at the end of which
cover is confirmed to attach;
 “Corporate
Guarantee” means the guarantee required to be executed hereunder by the Corporate Guarantor in such form as the Bank may agree or require;

“Corporate Guarantor” means Navios South
American Logistics Inc., a corporation incorporated in the Republic of the Marshall Islands and having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall Islands;

“Default” means any Event of Default or any
event or circumstance which with the giving of notice or lapse of time or the satisfaction of any other condition (or any combination thereof) would constitute an Event of Default;

 
	 	
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 “Dollars” and “USD” and “$” means the lawful currency of the USA and in respect of all payments to be made under any of the
Security Documents means funds which are for same day settlement in the New York Clearing House Interbank Payments System (or such other US dollar funds as may at the relevant time be customary for the settlement of international banking
transactions denominated in US dollars);

“Drawdown Date” means, in relation to the
Loan, any date being a Banking Day falling during the relevant Drawdown Period, on which the Loan is, or is to be, made available;

“Drawdown Notice” means, in relation to the
Loan, a notice substantially in the form of schedule 1;

“Drawdown Period” means, in respect of the
Loan, the period commencing on the Execution Date and ending on the earlier of (i) 19 May 2022 or such other date as the Bank and the Borrowers may agree and (ii) any date on which the Commitment is finally cancelled or fully drawn under the terms
of this Agreement;
 “Earnings”
means all moneys whatsoever from time to time due or payable to a Borrower during the Facility Period arising out of the use or operation of its Vessel including (but without limiting the generality of the foregoing) all freight, hire and passage
moneys, income arising under pooling arrangements, compensation payable to a Borrower in event of requisition of its Vessel for hire, remuneration for salvage and towage services, demurrage and detention moneys, and damages for breach (or payments
for variation or termination) or any charterparty or other contract for the employment of its Vessel;
 “Earnings Account” means, in respect of each Borrower, an interest bearing USD Account required to be opened hereunder with the Bank in the name of that Borrower
designated “Navarra Shipping Corporation - Earnings Account” or “Pelayo Shipping Corporation - Earnings Account and includes any other account designated in writing by the Bank to be an Earnings Account for the
purposes of this Agreement;
 


 “Earnings Account Pledge” means, in respect of each Earnings Account, the pledge required to be executed hereunder by the relevant Borrower over its Earnings
Account in such form as the Bank may agree or require, and in the plural means both of them;
 “Encumbrance” means any mortgage, charge, pledge, lien, hypothecation, assignment, title retention, preferential right, option, trust arrangement or security
interest or any other encumbrance, security or arrangement conferring howsoever a priority of payment in respect of any obligation of any person;

“Environmental Affiliate” means any agent or
employee of the Borrower, the Bareboat Charterer, the Manager or any other Group Member or any other person having a contractual relationship with the Borrower, the Bareboat Charterer, the Manager or any other Group Member in connection with any
Relevant Vessel or its operation or the carriage of cargo and/or passengers thereon and/or the provision of goods and/or services on or from any Relevant Vessel;

“Environmental Approval” means any consent,
authorisation, licence or approval of any governmental or public body or authorities or courts applicable to any Relevant Vessel or its operation or the carriage of cargo and/or passengers thereon and/or the provision of goods and/or services on or
from any Relevant Vessel required under any Environmental Law;

 
	 	
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 “Environmental Claim” means (i) any claim by, or directive from, any applicable Government Entity alleging breach of, or non-compliance with, any Environmental
Laws or Environmental Approvals or otherwise howsoever relating to or arising out of an Environmental Incident or (ii) any claim by any other third party howsoever relating to or arising out of an Environmental Incident (and, in each such case,
“claim” shall include a claim for damages and/or direction for and/or enforcement relating to clean-up costs, removal, compliance, remedial action or otherwise) or (iii) any Proceedings arising from any of the foregoing;

“Environmental Incident” means, regardless of
cause, (i) any actual or threatened discharge or release of Environmentally Sensitive Material from any Relevant Vessel; (ii) any incident in which Environmentally Sensitive Material is discharged or released from a vessel other than a Relevant
Vessel which involves collision between a Relevant Vessel and such other vessel or some other incident of navigation or operation, in either case, where the Relevant Vessel, the Manager and/or the relevant Borrower and/or the Bareboat Charterer
and/or the relevant Group Member and/or the relevant Operator are actually, contingently or allegedly at fault or otherwise howsoever liable (in whole or in part) or (iii) any incident in which Environmentally Sensitive Material is discharged or
released from a vessel other than a Relevant Vessel and where such Relevant Vessel is actually or potentially liable to be arrested as a result and/or where the Manager and/or the relevant Borrower and/or the Bareboat Charterer and/or other Group
Member and/or the relevant Operator are actually, contingently or allegedly at fault or otherwise howsoever liable;
 “Environmental Laws” means all laws, regulations, conventions and agreements whatsoever relating to pollution, human or wildlife well-being or protection of the
environment (including, without limitation, the United States Oil Pollution Act of 1990 and any comparable laws of the individual States of the USA);

“Environmentally Sensitive Material” means
oil, oil products or any other products or substance which are polluting, toxic or hazardous or any substance the release of which into the environment is howsoever regulated, prohibited or penalised by or pursuant to any Environmental
Law;
 “Event of Default” means any
of the events or circumstances listed in clause 10.1;

“Execution Date” means the date on which this
Agreement has been executed by all the parties hereto;

“Extended Employment Contract” means, in
respect of a Mortgaged Vessel, any time charterparty, contract of affreightment or other contract of employment of such ship (including


 

the entry of either Vessel in any pool) made or to be made
between the relevant Borrower and a charterer which has a tenor of not less than twelve (12) months (including any options to renew or extend such tenor);

"Existing
Indebtedness" means, at any date, the outstanding Indebtedness of the Borrowers on that date under a loan agreement dated 17 May 2017 (as amended and supplemented from time to time) made between (i) the
Borrowers as borrowers and (ii) Alpha Shipping Finance as lender;
  
 "Existing Security" means any Encumbrance created to secure the Existing Indebtedness;

 
	 	
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 “Facility Period” means the period starting on the Drawdown Date and ending on such date as all obligations whatsoever of all of the Security Parties under or
pursuant to the Security Documents whensoever arising, actual or contingent, have been irrevocably paid, performed and/or complied with;

“FATCA” means:



		    (a)	actual, constructive, compromised, agreed or arranged total loss of such Vessel; or




		(b)	any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between
the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or


		(c)	any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any
governmental or taxation authority in any other jurisdiction;

 “FATCA Deduction” means a deduction or withholding from a payment under a Security Document required by FATCA;

“FATCA Exempt Party” means a party to a
Security Documents that is entitled to receive payments free from any FATCA Deduction;
 “FATCA FFI” means a foreign financial institution as defined in section 1471(d)(4) of the Code which, if the Bank is not a FATCA Exempt Party, could be required
to make a FATCA Deduction;
 “Flag
State” means the Republic of Liberia or such other state or territory agreed by the Bank, at the request of the Borrowers, as the “Flag State” of the Vessels for the purposes of the Security Documents;

“GAAP” means generally accepted accounting
principles.
 “General Assignment”
means, in respect of each Vessel, the deed of assignment of its Earnings, Insurances and Requisition Compensation executed or to be executed by the relevant Borrower in favour of the Bank in such form as the Bank may require in its sole discretion,
and in the plural means both of them;

“Government Entity” means any national or
local government body, tribunal, court or regulatory or other agency and any organisation of which such body, tribunal, court or agency is a part or to which it is subject;

“Group” means at any relevant time the
Corporate Guarantor and its subsidiaries;

“Group Member” means any member of the
Group;
 “IACS” means the
International Association of Classification Societies;
 

“Indebtedness” means any obligation howsoever
arising (whether present or future, actual or contingent, secured or unsecured as principal, surety or otherwise) for the payment or repayment of money;

 
	 	
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 “Indenture” means the indenture covering the 10.75% Corporate Guarantor senior secured notes due on 2025;

“Indenture Excerpt” means the excerpt from
the Indenture;
 “Insurances” means
all policies and contracts of insurance (which expression includes all entries of a Vessel in a protection and indemnity or war risks association) which are from time to time during the Facility Period in place or taken out or entered into by or for
the benefit of a Borrower (whether in the sole name of such Borrower, or in the joint names of such Borrower and the Bank or otherwise) in respect of a Vessel and her Earnings or otherwise howsoever in connection with a Vessel and all benefits
thereof (including claims of whatsoever nature and return of premiums);
 “Interest Payment Date” means the last day of an Interest Period and, if an Interest Period is longer than 3 months, the date falling at the end of each
successive period of 3 months during such Interest Period starting from its commencement;
 “Interest Period” means each period for the calculation of interest in respect of the Loan ascertained in accordance with the provisions of clause 3;

“ISM Code” means in relation to its
application to the Borrowers, the Vessels and their operation:

		(c)	‘The International Management Code for the Safe Operation of Ships and for Pollution Prevention’, currently known or referred to as
the ‘ISM Code’, adopted by the Assembly of the International Maritime Organisation by Resolution A.741(18) on 4 December 1993 and incorporated on 19 May 1994 into Chapter IX of the International Convention for Safety of Life at Sea 1974
(SOLAS 1974); and


		(d)	all further resolutions, circulars, codes, guidelines, regulations and recommendations which are now or in the future issued by or on behalf of
the International Maritime Organisation or any other entity with responsibility for implementing the ISM Code, including, without limitation, the ‘Guidelines on implementation or administering of the International Safety Management (ISM) Code
by Administrations’ produced by the International Maritime Organisation pursuant to Resolution A.788(19) adopted on 25 December 1995,


as the same may be amended, supplemented or replaced from time
to time;
 “ISM Code Documentation”
means, in relation to each Vessel, the document of compliance (DOC) and safety management certificate (SMC) issued by a Classification Society pursuant to the ISM Code in relation to such Vessel within the periods specified by the ISM
Code;
 “ISM SMS” means the safety
management system which is required to be developed, implemented and maintained under the ISM Code;
 “ISPS Code” means the International Ship and Port Security Code of the International Maritime Organisation and includes any amendments or extensions thereto and
any regulations issued pursuant thereto;

“ISSC” means an International Ship Security
Certificate issued in respect of a Vessel pursuant to the ISPS Code;

 
	 	
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“LIBOR” means, in relation
to the Loan or any part of the Loan:

		(a)	the applicable Screen Rate at or about 11.45 a.m. (London time) on the Quotation Day for Dollars and for a period equal in length to the
Interest Period then applicable to the Loan or that part of the Loan; or


		(b)	in case of Screen Rate Replacement Event, the Replacement Benchmark on the Quotation Day for Dollars and for a period equal in length to the
Interest Period,

 

and if, in either case, that rate is less than
zero, LIBOR shall be deemed to be zero;

“Loan” means the principal amount borrowed by
the Borrowers under this Agreement or (as the context may require) the principal amount owing to the Bank under this Agreement at any relevant time;

“MII & MAP Policy” means a
mortgagee’s interest and (if required by the Bank) pollution risks insurance policy (including additional perils (pollution) cover) in respect of each Mortgaged Vessel to be effected by the Bank to cover the Mortgaged Vessels as the same may
be renewed or replaced annually thereafter and maintained throughout the Facility Period through such brokers, with such underwriters and containing such coverage as may be acceptable to the Bank in its sole discretion, insuring a sum of at least
one hundred and ten per cent (110%) of the Loan;

“Management Agreement” means, in respect of
each Vessel, the agreement between the relevant Borrower and the Manager (if in place) in a form previously approved in writing by the Bank;

“Manager” means, for the duration of the
Baraboat Charter, the Bareboat Charterer or any other manager of the Mortgaged Vessels acceptable to the Bank, and thereafter any person appointed by a Borrower, with the prior written consent of the Bank, as the manager of the relevant Mortgaged
Vessel;
 “Manager's Undertakings”
means, collectively, the undertakings and assignments required to be executed hereunder by the Manager in favour of the Bank in respect of each of the Vessels each in such form as the Bank may require in its sole discretion (and
“Managers’ Undertakings” means both of them);
 “Margin” means 3.15 per cent (3.15%) per annum;

“Material Adverse Effect”  means a material
adverse effect on:

		(i)	the ability of any Security Party to perform or comply with any of its obligations under any Security Document; or


		(ii)	the security provided by any Security Document or the enforceability of that security in accordance with its terms;




 
	 	
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 “month” means a period
beginning in one calendar month and ending in the next calendar month on the day numerically corresponding to the day of the calendar month on which it started, provided that (i) if the period started on the last Banking Day in a calendar month or
if there is no such numerically corresponding day, it shall end on the last Banking Day in such next calendar month and (ii) if such numerically corresponding day is not a Banking Day, the period shall end on the next following Banking Day in the
same calendar month but if there is no such Banking Day it shall end on the preceding Banking Day and “months” and “monthly” shall be construed accordingly;

“Mortgage” means, in relation to each Vessel,
the first preferred mortgage of such Vessel required to be executed hereunder by the relevant Borrower which is the owner of such Vessel in such form as the Bank may agree or require, and in the plural means both of them;

“Mortgaged Vessel” means, at any relevant
time, a Vessel which is at such time subject to a Mortgage and/or the Earnings, Insurances and Requisition Compensation of which are subject to an Encumbrance pursuant to the relevant Ship Security Documents and a Vessel shall, for the purposes of
this Agreement, be regarded as a Mortgaged Vessel as from the date on which the Mortgage of that Vessel has been executed and registered in accordance with this Agreement until whichever shall be the earlier of (i) the payment in full of the amount
required to be paid to the Bank pursuant to clause 4.3 or 4.4 following the Total Loss or sale respectively of such Vessel and (ii) the end of the Facility Period;

“Minimum Liquidity Amount” has the meaning
ascribed to it in Clause 14.2 (Earnings Account);
 “Operator” means any person who is from time to time during the Facility Period concerned in the operation of a Relevant Vessel and falls within the definition of
“Company” set out in rule 1.1.2 of the ISM Code;
 “Party” means a party to this Agreement;

“Permitted Encumbrance” means any Encumbrance
created pursuant to or expressly permitted by the Security Documents and Permitted Liens or otherwise permitted by the Bank;
 “Permitted Liens” means any lien on a Vessel for master’s, officer’s or crew’s wages outstanding in the ordinary course of trading, any lien for
salvage and any ship repairer’s or outfitter’s possessory lien for a sum not (except with the prior written consent of the Bank) exceeding the Casualty Amount;

“Pertinent Jurisdiction” means any
jurisdiction in which or where any Security Party is incorporated, resident, domiciled, has a permanent establishment or assets, carries on, or has a place of business or is otherwise howsoever effectively connected;

“Proceedings” means any litigation,
arbitration, legal action or complaint or judicial, quasi-judicial or administrative proceedings whatsoever arising or instigated by anyone in any court, tribunal, public office or other forum whatsoever and wheresoever (including, without
limitation, any action for provisional or permanent attachment of any thing or for injunctive remedies or interim relief and any action instigated on an ex parte basis);

“Quotation Day” means, in respect of any
period in respect of which LIBOR falls to be determined under this Agreement, the second Banking Day before the first day of such period;

 
	 	
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 “Registry” means, in relation to each Vessel, the office of the registrar, commissioner or representative of the Flag State, who is duly empowered to register
such Vessel, the relevant Borrower’s title thereto and the relevant Mortgage under the laws and flag of the Flag State;
 “Relevant Nominating Body” means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee
sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board;
 “Relevant Vessel” means a Vessel and any other ship from time to time (whether before or after the date of this Agreement) owned, managed or crewed by, or
chartered to, any Group Member;
 “Repayment
Dates” means, subject to clause 6.3, each of the dates falling at quarterly intervals after the Drawdown Date, up to and including the date falling 60 months after such Drawdown Date;

“Replacement Benchmark”
means a benchmark rate which is:

		(a)	formally designated, nominated or recommended as the replacement for a Screen Rate by:


		(i)	the administrator of that Screen Rate (provided that the market or economic reality that such benchmark rate measures is the same as that
measured by that Screen Rate); or


		(ii)	any Relevant Nominating Body,


and if replacements have, at the relevant time, been formally
designated, nominated or recommended under both paragraphs, the "Replacement Benchmark" will be the replacement under paragraph (ii) above; or

		(b)	in the opinion of the Bank, generally accepted in the international loan markets as the appropriate successor to a Screen Rate;
or


		(c)	in the opinion of the Bank, an appropriate successor to a Screen Rate;


“Required Authorisation” means any
authorisation, consent, declaration, licence, permit, exemption, approval or other document, whether imposed by or arising in connection with any law, regulation, custom, contract, security or otherwise howsoever which must be obtained at any time
from any person, Government Entity or central bank or other self-regulating or supra-national authority in order to enable the Borrowers lawfully to draw the Loan and/or to enable any Security Party lawfully and continuously to continue its
corporate existence and/or perform all its obligations whatsoever whensoever arising and/or grant security under the relevant Security Documents and/or to ensure the continuous validity and enforceability thereof;

“Required Security Amount” means the amount
in USD (as certified by the Bank) which is 125% of the Loan;
 “Requisition Compensation” means all moneys or other compensation from time to time payable during the Facility Period by reason of Compulsory Acquisition of a
Vessel;
 “Restricted Person” means
a person that is:

 
	 	
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		(i)	listed on, or directly or indirectly owned or controlled (as such terms are defined by the relevant Sanctions Authority) by a person listed on,
any Sanctions List;


		(ii)	located in, incorporated under the laws of, or owned or controlled by, or acting on behalf of, a person located in or organised under the laws
of, a country or territory that is the target of country or territory -wide Sanctions (“Sanctions Restricted Jurisdiction”); or


		(iii)	otherwise a target of Sanctions;


“Sanctions” means any economic, financial or
trade sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by:

		(i)	the United States government;


		(ii)	the United Nations;


		(iii)	the European Union or any of its Member States;


		(iv)	the United Kingdom;


		(v)	any country to which any Security Party or any other member of the Group or any affiliate of any of them is bound; or


		(vi)	the respective governmental institutions and agencies of any of the foregoing, including without limitation, the Office of Foreign Assets
Control of the US Department of Treasury (“OFAC”), the United States Department of State, and Her Majesty’s Treasury (“HMT”) (together “Sanctions Authorities” and each,
“Sanctions Authority”);

 “Sanctions List” means the “Specially Designated Nationals and Blocked Persons” list issued by OFAC, the “Consolidated List of Financial
Sanctions Targets in the UK” issued by HMT, or any similar list issued or maintained or made public by any of the Sanctions Authorities;

“Screen Rate” means the London interbank
offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for Dollars for the relevant period displayed (before any correction, recalculation or republication by the
administrator) on page LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in
place of Thomson Reuters. If such page or service ceases to be available, the Bank may specify another page or service displaying the relevant rate after consultation with the Borrower;

“Screen Rate Replacement
Event” means, in relation to a Screen Rate:

		(a)	the methodology, formula or other means of determining that Screen Rate has, in the opinion of the Bank and the Borrowers, materially changed;
or


		(b)	(i)


		(A)	the administrator of that Screen Rate or its supervisor publicly announces that such administrator is insolvent; or


 
	 	
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		(B)	information is published in any order, decree, notice, petition or filing, however described, or filed with a court, tribunal, exchange,
regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Screen Rate is insolvent,


 provided that, in each case, at that time, there is no
successor administrator to continue to provide that Screen Rate;

		(ii)	the administrator of that Screen Rate publicly announces that it has ceased or will cease, to provide that Screen Rate permanently or
indefinitely and, at that time, there is no successor administrator to continue to provide that Screen Rate; 


		(iii)	the supervisor of the administrator of that Screen Rate publicly announces that such Screen Rate has been or will be permanently or
indefinitely discontinued; or


		(iv)	the administrator of that Screen Rate or its supervisor announces that that Screen Rate may no longer be used; or


		(v)	in the opinion of the Bank and the Borrowers, that Screen Rate is otherwise no longer appropriate for the purposes of calculating interest
under this Agreement;


“Security Documents” means this Agreement,
the Corporate Guarantee, the Mortgages, the General Assignments, the Bareboat Charter Assignments, any Charter Assignments, the Tripartite Deeds, the Earnings Account Pledges, the Manager’s Undertakings and any other documents as may have been
or shall from time to time after the date of this Agreement be executed in favour of the Bank to guarantee and/or to govern and/or to secure payment of all or any part of the Loan, interest thereon and other moneys from time to time owing by the
Borrowers pursuant to this Agreement (whether or not any such document also guarantees and/or secures moneys from time to time owing pursuant to any other document or agreement);

“Security Party” means the Borrowers, the
Corporate Guarantor, the Bareboat Charterer, the Manager or any other person who may at any time be a party to any of the Security Documents (other than the Bank);

“Security Value” means the amount in USD (as
certified by the Bank) which, at any relevant time, is the aggregate of (i) the Valuation Amount of the Vessels as most recently determined in accordance with clause 8.2.2, (ii) the market value of any additional security (or, in the case of cash
Dollars, its face value) at that time held by the Bank and provided under clause 8.2.1 or otherwise and (iii) the Minimum Liquidity Amount;

“
Ship Security Documents” means in relation to each Vessel, the Mortgage, the General Assignment, any Charter Assignment, the Tripartite Deeds, the Bareboat Charter Assignment and the Manager’s Undertaking in respect of such
Vessel; 
 “subsidiary” of a person
means any company or entity directly or indirectly controlled by such person, and for this purpose “control” means the ownership of more than fifty per cent (50%) of the voting share capital (or equivalent rights of ownership) of such
company or entity;

 
	 	
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 “Taxes” includes all present and future income, corporation, capital or value-added taxes and all stamp and other taxes and levies, imposts, deductions, duties,
charges and withholdings whatsoever together with interest thereon and penalties in respect thereto, if any, and charges, fees or other amounts made on or in respect thereof (and “Taxation” shall be construed accordingly);

“Total Loss” means, in respect of each
Vessel:
 

		 (a)	actual, constructive, compromised, agreed or arranged total loss of such
Vessel; or

 

		(b)	Compulsory Acquisition; or


		(c)	any hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation of such Vessel not falling within the definition of
Compulsory Acquisition by any Government Entity, or by persons allegedly acting or purporting to act on behalf of any Government Entity, unless such Vessel be released and restored to the relevant Borrower within ninety (90) days after such
incident;

 “Transferee” is defined in clause 15.4;

“Tripartite
Deed” means, in respect of each Vessel, a deed containing, inter alia, an assignment of any Bareboat Charterer’s interest in the Insurances of that Vessel, to be made between the relevant Borrower which is the owner thereof, the
Bareboat Charterer and the Bank, in such form as the Bank may approve or require and in the plural means both of them;
 “U.S.” means the United States of America;

"US Tax Obligor" means:

(a)       the Borrower if it
is resident for tax purposes in the USA; or
 (b)a
Security Party some or all of whose payments under the Security Documents are from sources within the USA for US federal income tax purposes;

“Unlawfulness” means any event or
circumstance which either is or, as the case may be, might in the reasonable opinion of the Bank become the subject of a notification by the Bank to the Borrowers under clause 12.1; and

“Underlying Documents” means, together, the
Bareboat Charters, any Extended Employment Contracts and the Management Agreements, if applicable;
 “Valuation Amount” means, in respect of each Mortgaged Vessel, the value thereof as most recently determined under clause 8.2.2;

“Vessel” means each of
Vessel A and Vessel B and in the plural means both of them;
 “Vessel A” has the meaning ascribed to it in Schedule 3 (Vessels’ details); and

“Vessel
B” has the meaning ascribed to it in Schedule 3 (Vessels’ details).
 Words and expressions defined in Schedule 3 (Vessels’ Details) shall have the meanings given to them therein as if the same were set out in full in this clause
1.2

		1.3	Construction




 
	 	
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 In this Agreement, unless the context
otherwise requires:

		1.3.1	clause headings and the index are inserted for convenience of reference only and shall be ignored in the construction of this
Agreement;


		1.3.2	references to clauses and schedules are to be construed as references to clauses of, and schedules to, this Agreement and references to this
Agreement include its schedules;


		1.3.3	references to (or to any specified provision of) this Agreement or any other document shall be construed as references to this Agreement, that
provision or that document as in force for the time being and as duly amended and/or supplemented and/or novated;


		1.3.4	references to a “regulation” include any present or future regulation, rule, directive, requirement, request or guideline (whether
or not having the force of law) of any Government Entity, central bank or any self-regulatory or other supra-national authority;


		1.3.5	references to any person in or party to this Agreement shall include reference to such person’s lawful successors and assigns and
references to the Bank shall also include a Transferee;


		1.3.6	words importing the plural shall include the singular and vice versa;


		1.3.7	references to a time of day are, unless otherwise stated, to London time;


		1.3.8	references to a person shall be construed as references to an individual, firm, company, corporation or unincorporated body of persons or any
Government Entity;


		1.3.9	references to a “guarantee” include references to an indemnity or any other kind of assurance whatsoever (including, without
limitation, any kind of negotiable instrument, bill or note) against financial loss or other liability including, without limitation, an obligation to purchase assets or services as a consequence of a default by any other person to pay any
Indebtedness and “guaranteed” shall be construed accordingly;


		1.3.10	references to any statute or other legislative provision are to be construed as references to any such statute or other legislative provision
as the same may be re enacted or modified or substituted by any subsequent statute or legislative provision (whether before or after the date hereof) and shall include any regulations, orders, instruments or other subordinate legislation issued or
made under such statute or legislative provision;


		1.3.11	a certificate by the Bank as to any amount due or calculation made or any matter whatsoever determined in connection with this Agreement shall
be conclusive and binding on the Borrowers except for manifest error;


		1.3.12	if any document, term or other matter or thing is required to be approved, agreed or consented to by the Bank such approval, agreement or
consent must be obtained in writing unless the contrary is stated;


		1.3.13	time shall be of the essence in respect of all obligations whatsoever of the Borrowers under this Agreement, howsoever and whensoever
arising;


		1.3.14	the words “other” and “otherwise” shall not be construed eiusdem generis with any foregoing words where a wider
construction is possible; and


 
	 	
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		1.3.15	the term “indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money,
whether present or future, actual or contingent.


		1.4	Accounting Terms and references to currencies


All accounting terms not otherwise defined in this Agreement
shall have the meanings assigned to them in accordance with generally accepted international accounting principles (or such other accounting principles as the Bank deems appropriate).

		1.5	Contracts (Rights of Third Parties Act) 1999


Except for clause 18.6.4 no part of this Agreement shall be
enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.

		1.6	Bail-in

 Notwithstanding any other term of any Security Document or any other agreement, arrangement or understanding between the parties to this Agreement, each party to this Agreement
acknowledges and accepts that any liability of a party to the other party under or in connection with the Security Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect
of:
  

		(a)	any Bail-In Action in relation to any such liability, including (without limitation):


		(i)	a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of
any such liability;


		(ii)	a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it;
and


		(iii)	a cancellation of any such liability; and


		(b)	a variation of any term of any Security Document to the extent necessary to give effect to any Bail-In Action in relation to any such
liability.

 In this clause:

“Article 55 BRRD” means Article 55 of
Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms;

“Bail-In Action” means the
exercise of any Write-down and Conversion Powers;
 "Bail-In Legislation" means:

		(a)	in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or
regulation as described in the EU Bail-In Legislation Schedule from time to time


		(b)	in relation to any other state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time
which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation; and


		(c)	in relation to the United Kingdom, the UK Bail-In Legislation.




 
	 	
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 "EEA Member Country"
means any member state of the European Union, Iceland, Liechtenstein and Norway.
 “EU Bail-In Legislation Schedule” means the document described as such and published by the Loan Market Association (or any successor person) from time to
time.
 “Resolution Authority” means
any body which has authority to exercise any Write-down and Conversion Powers.
  
 “UK Bail-In Legislation” means Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the
resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

"Write-down and Conversion
Powers" means

		(a)	in relation to any Bail In Legislation described in the EU Bail In Legislation Schedule from time to time, the powers described as such in
relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;


		(b)	in relation to any other applicable Bail-In Legislation other than the UK Bail-In Legislation:


		(i)	any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other
financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert
all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in
respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and


		(ii)	any similar or analogous powers under that Bail-In Legislation; and


		(c)	in relation to the UK Bail-in Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute
shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any
contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a
right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers.


		2	The Bank’s Commitment, Advance and Use of Proceeds


		2.1	The Commitment




 
	 	
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 In reliance upon each of the
representations and warranties in clause 7, the Bank agrees to make available to the Borrowers by way of loan on the terms of this Agreement the principal sum of up to USD7,000,000 for the purpose of refinancing the Existing Indebtedness.


		2.2	Advance


On the terms and subject to the conditions of this Agreement,
the Loan shall be advanced on the Drawdown Date following receipt by the Bank from the Borrowers of a Drawdown Notice not later than 10 a.m. on the third Banking Day before the proposed Drawdown Date or earlier if agreed by the Bank. A Drawdown
Notice shall be effective on actual receipt by the Bank and, once given, shall, subject as provided in clause 3.6.1, be irrevocable.

		2.3	Amount


The principal amount specified in the Drawdown
Notice for borrowing on the Drawdown Date shall, subject to the terms of this Agreement, not exceed USD7,000,000.

		2.4	Availability


Upon receipt of a Drawdown Notice complying with the terms of
this Agreement the Bank shall, subject to the provisions of clause 9, make the Loan available to the Borrowers on the relevant Drawdown Date in accordance with clause 2.2. The Borrowers acknowledge that payment of the Loan to the Borrowers in
accordance with clause 2.2 shall satisfy the obligation of the Bank to lend that part of the Commitment to the Borrowers under this Agreement.

		2.5	Cancellation


If any part of the Loan is not drawn down by the end of the
Drawdown Period, the Commitment shall thereupon be automatically cancelled and the Bank shall have no further obligation under this Agreement.

		2.6	Use of Proceeds


		2.6.1	Without prejudice to the Borrowers’ obligations under clause 8.1.4, the Bank shall have no responsibility for the Borrowers’ use of
the proceeds of the Loan.


		2.6.2	The Borrowers shall not, and shall procure that each Security Party and each other Group Member and any subsidiary of any of them shall not,
permit or authorise any other person to, directly or indirectly, use, lend, make payments of, contribute or otherwise make available, all or any part of the proceeds of the Loan or other transactions contemplated by this Agreement to fund or
facilitate trade, business or other activities: (i) involving or for the benefit of any Restricted Person; or (ii) in any other manner that could result in the Borrowers or any other Security Party being in breach of any Sanctions or becoming a
Restricted Person.


		3	Interest and Interest Periods


		3.1	Normal interest rate


The Borrowers agree to pay interest on the Loan in respect of
each Interest Period relating thereto on each Interest Payment Date (or, in the case of Interest Periods of more than three (3) months, interest shall be payable in quarterly arrears) at the rate per annum determined by the Bank to be the aggregate
of (a) the Margin and (b) LIBOR for such period.

 
	 	
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		3.2	Selection of Interest Periods


The Borrowers may by notice received by the Bank not later than
10 a.m. on the third Banking Day before the start of each Interest Period request that such Interest Period shall have a length of one (1) or three (3) months or such other period as the Borrowers may select and the Bank may, subject to the same
being available in the London Interbank Market, agree.

		3.3	Determination of Interest Periods


The length of each Interest Period shall be as requested by the
Borrowers under clause 3.2 but so that:

		3.3.1	the first Interest Period shall start on the Drawdown Date and each subsequent Interest Period shall start on the last day of the previous
Interest Period;


		3.3.2	if any Interest Period would otherwise overrun a Repayment Date, then, in the case of the last Repayment Date, such Interest Period shall end
on such Repayment Date, and in the case of any other Repayment Date the Loan shall be divided into parts so that there is one part in the amount of the repayment instalment due on each Repayment Date falling in that Interest Period and having an
Interest Period ending on the relevant Repayment Date and another part consisting of the balance of the Loan having an Interest Period ascertained in accordance with the other provisions of this clause 3; and


		3.3.3	if the Borrowers fail to specify the length of an Interest Period in accordance with the provisions of clause 3.2 and this clause 3.3 such
Interest Period shall last three months or such other period as complies with this clause 3.3.


		3.4	Default interest


If the Bank fails to receive any sum whatsoever on its due date
for payment under any of the Security Documents, the Borrowers must pay interest on such sum on demand from the due date up to the date of actual payment (as well after as before judgment) at a rate determined by the Bank under this clause 3.4. The
period starting on such due date and ending on such date of payment shall be divided into successive periods of not more than three (3) months as selected by the Bank each of which (other than the first, which shall start on such due date) shall
start on the last day of the preceding such period. The rate of interest applicable to each such period shall be the aggregate (as determined by the Bank) of (a) two (2.0) per cent per annum, (b) the Margin and (c) LIBOR for such period. Such
interest shall be due and payable on the last day of each such period as determined by the Bank and each such day shall be treated as an Interest Payment Date, provided that if such unpaid sum is an amount of principal which became due and payable,
by reason of a declaration by the Bank under clause 10.2 or a prepayment pursuant to clauses 4.3, 4.4, 8.2 or 12.1, on a date other than an Interest Payment Date relating thereto, the first such period selected by the Bank shall be of a length equal
to the period between the due date of such principal sum and such Interest Payment Date and interest shall be payable on such principal sum during such period at a rate of two (2.0) per cent above the rate applicable immediately before it shall have
become so due and payable. If, for the reasons specified in clause 3.6.1, the Bank is unable to determine a rate in accordance with the provisions of this clause 3.4, interest on any sum not paid on its due date for payment shall be calculated at a
rate determined by the Bank to be two (2.0) per cent per annum above the aggregate of the Margin and the cost of funds to the Bank compounded at six (6) months intervals.

		3.5	Notification of Interest Periods and interest rate




 
	 	
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 The Bank agrees to notify the Borrowers
promptly of the length of each Interest Period and of each rate of interest determined by it under this clause 3.

		3.6	Market disruption; non-availability


		3.6.1	Market Disruption Event: If and whenever, at any time prior to the commencement of any Interest Period, the Bank (in its discretion)
shall have determined (which determination shall be conclusive in the absence of manifest error) that a Market Disruption Event has occurred in relation to the Loan for any such Interest Period, then the Lender shall forthwith give notice thereof (a
“Determination Notice”) to the Borrowers and the rate of interest on the Loan (or the relevant part thereof) for that Interest Period shall be the percentage rate per annum which is the sum of


		(a)	the Margin; and


		(b)	the rate which expresses as a percentage rate per annum the cost to the Bank of funding the Loan (or the relevant part thereof) from whatever
source it may reasonably select.


		3.6.2	Meaning of “Market Disruption Event”: In this Agreement “Market Disruption Event”
means:


		(a)	at or about noon on the Quotation Day for the relevant Interest Period no Screen Rate is available for Dollars or Replacement Benchmark;
and/or


		(b)	before close of business on the Quotation Day for the relevant Interest Period, the Bank determines (in its sole discretion) that the cost to
it of obtaining matching deposits in the London Interbank Market or the international market relevant to the Replacement Benchmark (as the case may be) to fund the Loan (or the relevant part thereof) for such Interest Period would be in excess of
the Screen Rate or, as the case may be, the Replacement Benchmark for that Interest Period; and/or


		(c)	before close of business on the Quotation Day for the relevant Interest Period, deposits in Dollars are not available to the Bank in the London
Interbank Market or the international market relevant to the Replacement Benchmark (as the case may be) in the ordinary course of business in sufficient amounts to fund the Loan (or the relevant part thereof) for that Interest
Period.


		3.6.3	Alternative basis of interest or funding


		(a)	If a Market Disruption Event occurs and the Bank or the Borrowers so require, the Bank and the Borrowers shall enter into negotiations (for a
period of not more than fifteen (15) days (the “Negotiation Period”)) after the giving of the relevant Determination Notice with a view to agreeing a substitute basis for determining the rate of interest.


		(b)	Any alternative basis agreed pursuant to paragraph (a) above shall be binding on the Lender and all Security Parties.


 
	 	
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		3.6.4	Alternative basis of interest in absence of agreement: If the Bank and the Borrowers will not enter into negotiations as provided in
Clause 3.6.3(a) or if an alternative interest rate or alternative basis is not agreed within the Negotiation Period, and the relevant circumstances are continuing at the end of the Negotiation Period, then the Bank shall set the following Interest
Period and an interest rate representing the cost of funding of the Bank in Dollars of the Loan (or the relevant part thereof) plus the Margin for such Interest Period; if the relevant circumstances are continuing at the end of the Interest Period
so set by the Bank, the Bank shall continue to set the following Interest Period and an interest rate representing its cost of funding in Dollars of the Loan (or the relevant part thereof) plus the Margin for such Interest
Period.


		3.6.5	Notice of prepayment: If the Borrowers do not agree with an interest rate set by the Bank under Clause 3.6.4 (Alternative basis of
interest in absence of agreement), the Borrowers may give the Bank not less than 5 Banking Days’ notice of its intention to prepay the Loan at the end of the interest period set by the Bank.


		3.6.6	Prepayment; termination of Commitment: A notice under Clause 3.6.3 (Alternative basis of interest or funding) shall be
irrevocable; and on the last Banking Day of the Interest Period set by the Bank the Borrowers shall prepay (without premium or penalty) the Loan, together with accrued interest thereon at the applicable rate plus the Margin and the balance of all
other amounts payable under this Agreement and the other Security Documents.


		3.6.7	Application of prepayment: The provisions of Clause 4 (Repayment and Prepayment) shall apply in relation to the prepayment
made hereunder.


		3.7	Screen Rate/Replacement by SOFR:


		3.7.1	The Lender is entitled at any time it considers appropriate to notify the Borrowers by no later than the Rate Switch Replacement Event Date
that the Screen Rate shall be replaced with the applicable new benchmark rate based on SOFR (as defined below) and calculated by using the methodology selected by the Lender, with the addition of  the Credit Adjustment
Spread. 


		3.7.2	The Borrowers hereby accept the above and undertake to negotiate with the Lender in good faith for the purpose of entering into, at its
expense, any amendments to the Finance Documents as may be reasonably required by the Lender; and


		3.7.3	for the purposes of this Clause 3.7:


“Credit Adjustment Spread”
means the specified credit adjustment spread (if any) which is to be added to the  and is to be used as part of the pricing metric;

“Rate Switch Replacement Event
Date” means in relation to a Screen Rate, the date on which the relevant Screen Rate ceases to be published or otherwise becomes unavailable;

“SOFR” means the secured overnight financing
rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published by the Federal Reserve Bank of New York (or any other person which takes over the publication of that
rate.

 
	 	
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		4
  
	Repayment and prepayment


		4.1	Repayment


 Subject as otherwise provided in this
Agreement, the Borrowers must repay the Loan by:

		(a)	twelve (12) equal consecutive quarterly instalments (each called, a “Repayment Instalment”) each in the amount of $350,000
the first such Repayment Instalment falling due on 18 August 2022 and subsequent Repayment Instalments falling due at consecutive intervals of three (3) calendar months thereafter; and


		(b)	the balloon instalment in the amount of $2,800,000 (the “Balloon Instalment”) to be repaid on the final Repayment Date
together with the last (the 12th) Repayment Instalment.

 If the Commitment is not drawn in full the amount of each Repayment Instalment and the Balloon Instalment shall be reduced pro rata.

		4.2	Voluntary prepayment


The Borrowers may prepay the Loan in whole or part (being
USD350,000 or any larger sum which is a whole multiple of USD350,000) on any Interest Payment Date relating to the part of the Loan to be repaid without premium or penalty.

		4.3	Mandatory Prepayment on Total Loss


On the date falling ninety (90) days after that on which a
Mortgaged Vessel became a Total Loss or, if earlier, on the date upon which the relevant insurance proceeds are, or Requisition Compensation is, received by the relevant Borrower (or the Bank pursuant to the Security Documents), the Borrowers must
prepay the Loan in an amount equal to the higher of (a) the amount required so that the Asset Cover Ratio immediately following such prepayment is equal to the Asset Cover Ratio before such Total Loss and (b) such amount which will ensure that the
Security Value, immediately following such prepayment, is no less than the Required Security Amount.

		4.4	Interpretation


For the purpose of this Agreement, a Total Loss shall be deemed
to have occurred:

		(a)	in the case of an actual total loss of a Vessel, on the actual date and at the time such Vessel was lost or, if such date is not known, on the
date on which such Vessel was last reported;


		(b)	in the case of a constructive total loss of a Vessel, upon the date and at the time notice of abandonment of the ship is given to the then
insurers of such Vessel (provided a claim for total loss is admitted by such insurers) or, if such insurers do not immediately admit such a claim, at the date and at the time at which either a total loss is subsequently admitted by such insurers or
a total loss is subsequently adjudged by a competent court of law or arbitration tribunal to have occurred;


		(c)	in the case of a compromised or arranged total loss of a Vessel, on the date upon which a binding agreement as to such compromised or arranged
total loss has been entered into by the then insurers of such Vessel;


 
	 	
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		(d)	in the case of Compulsory Acquisition, on the date upon which the relevant requisition of title or other compulsory acquisition occurs;
and


		(e)	in the case of hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation of a Vessel (other than within the
definition of Compulsory Acquisition) by any Government Entity, or by persons allegedly acting or purporting to act on behalf of any Government Entity, which deprives a Borrower of the use of such Vessel for more than ninety (90) days, upon the
expiry of the Relevant Period where “Relevant Period” means, for the purposes of this clause 4.3.1(e), either (i) the period of ninety (90) days after the date upon which the relevant incident occurred or, (ii) if relevant underwriters
confirm in writing (in customary terms) prior to the end of such ninety (90) day period that such capture, seizure, detention or confiscation will be covered by the relevant Borrower’s war risks insurance if continuing for a further period
exceeding ten (10) calendar months, the shorter of twelve (12) months and such period at the end of which cover is confirmed to attach.


		4.5	Mandatory prepayment on sale of Mortgaged Vessel


On the date of completion of the sale of any Mortgaged Vessel
(which sale shall be subject to the Bank’s prior written consent, such consent not to be unreasonably withheld) the Borrowers must apply the sale proceeds in prepayment of the Loan and must prepay the Loan in an amount equal to the higher of
(a) the amount required so that the Asset Cover Ratio immediately following such prepayment is equal to the Asset Cover Ratio before such sale and (b) such amount which will ensure that the Security Value, immediately following such prepayment, is
no less than the Required Security Amount.

		4.6	Amounts payable on prepayment


Any prepayment of all or part of the Loan under this Agreement
shall be made together with:

		4.6.1	accrued interest on the amount of the Loan to the date of such prepayment;


		4.6.2	any additional amount payable under clauses 6.6 or 11.2; and


		4.6.3	all other sums payable by the Borrowers to the Bank under this Agreement or any of the other Security Documents including, without limitation,
any accrued commitment commission payable under clause 5.1 and any Break Costs.


		4.7	Notice of prepayment; reduction of repayment instalments


		4.7.1	No prepayment may be effected under clause 4.2 unless the Borrowers shall have given the Bank at least three (3) Banking Days’ prior
written notice of their intention to make such prepayment. Every notice of prepayment shall be effective only on actual receipt by the Bank, shall be irrevocable, shall specify the amount to be prepaid and shall oblige the Borrowers to make such
prepayment on the date specified.


		4.7.2	Any amounts prepaid pursuant to clause 4.2 shall be applied against the Loan in reducing the repayment instalments pro rata, excluding the
Balloon Instalment.


		4.7.3	Any amounts prepaid pursuant to clauses 4.3 and 4.5 shall be applied in accordance with those clauses.


 
	 	
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		4.7.4	The Borrowers may not prepay any part of the Loan except as expressly provided in this Agreement.


		4.7.5	No amount prepaid may be reborrowed.


		5	FEES AND EXPENSES


		5.1	Fees


		5.1.1	The Borrowers shall pay to the Bank on the day of this Agreement a non-refundable arrangement fee in the amount of
$56,000.


		5.1.2	The Borrowers shall pay to the Bank on (aa) each of the dates falling at three (3) monthly intervals after 1st December 2021 until
the earliest of (i) the Drawdown Date, (ii) the last day of the Drawdown Period and (iii) the date on which the Borrowers notify the Bank in writing that it will not draw down the Loan and that the Commitment is therefore cancelled, and (bb) on such
earliest date, commitment commission computed from 1st December 2021 (in the case of the first payment of commission) and from the date of the preceding payment of commission (in the case of each subsequent payment) at the rate of zero
point five per cent. (0.5%) per annum on the daily undrawn maximum amount of the Commitment. The commitment commission referred to in this Clause must be paid by the Borrowers to the Bank, whether or not any part of the Commitment is ever advanced
and shall be non-refundable.


 
	 	
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		5.2	Expenses


The Borrowers agree to reimburse the Bank on a full indemnity
basis on demand for all expenses and/or disbursements whatsoever certified by the Bank as having been incurred by it from time to time and at any time:

		5.2.1	in connection howsoever with the negotiation, preparation, execution and, where relevant, registration of the Security Documents and of any
contemplated or actual amendment, indulgence or the granting of any waiver or consent howsoever in connection with any of the Security Documents; and


		5.2.2	in contemplation or furtherance of, or otherwise howsoever in connection with, the exercise or enforcement of, or preservation of any rights,
powers, remedies or discretion under any of the Security Documents or any amendment thereto or consideration of the Bank’s rights thereunder or any action proposed or taken with interest at the rate referred to in clause 3.4 from the date on
which such expenses and/or disbursements were incurred to the date of payment (as well after as before judgment).


		5.3	Value Added Tax


All fees and expenses payable under to this clause 6 must be
paid with value added tax or any similar tax (if any) properly chargeable thereon. Any value added tax chargeable in respect of any services supplied by the Bank under this Agreement must, on delivery of the value added tax invoice, be paid in
addition to any sum agreed to be paid hereunder.

		5.4	Stamp and other duties


The Borrowers must pay all stamp, documentary, registration or
other like duties or taxes (including any duties or taxes payable by the Bank) imposed on or in connection with any of the Bareboat Charters, the Management Agreements, the Security Documents or the Loan and agree to indemnify the Bank against any
liability arising by reason of any delay or omission by either Borrower to pay such duties or taxes.

		6	Payments and taxes; Accounts and calculations


		6.1	No set-off or counterclaim


All payments to be made by the Borrowers under any of the
Security Documents must be made in full, without any set-off or counterclaim whatsoever and, subject to clause 6.6, free and clear of any deductions or withholdings, in USD not later than 11 a.m. London time on the due date to the account of the
Bank with CITIBANK N.A., New York, USA (account number 36251442; SWIFT address: CITIUS33XXX) or to such other account at such other bank in such place as the Bank may from time to time notify to the Borrowers.

		6.2	Payment by the Bank


The proceeds of the Loan to be advanced by the Bank to the
Borrowers under this Agreement must be remitted in USD on the Drawdown Date to the account or accounts specified in the Drawdown Notice.

		6.3	Non-Banking Days




 
	 	
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 When any payment under any of the Security
Documents would otherwise be due on a day which is not a Banking Day, the due date for payment shall be extended to the next following Banking Day unless such Banking Day falls in the next calendar month in which case payment shall be made on the
immediately preceding Banking Day.

		6.4	Calculations


All interest and other payments of an annual nature under any of
the Security Documents shall accrue from day to day and be calculated on the basis of actual days elapsed and a 360 day year.

		6.5	Currency of account


If any sum due from the Borrowers under any of the Security
Documents, or under any order or judgment given or made in relation thereto or for any other reason whatsoever, must be converted from the currency (“the first currency”) in which the same is payable thereunder into another currency
(“the second currency”) for the purpose of (i) making or filing a claim or proof against the Borrowers, (ii) obtaining an order or judgment in any court or other tribunal or (iii) enforcing any order or judgment given or made in relation
thereto, the Borrowers undertake to indemnify and hold harmless the Bank from and against any loss suffered as a result of any discrepancy between (a) the rate of exchange used for such purpose to convert the sum in question from the first currency
into the second currency and (b) the rate or rates of exchange at which the Bank may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of
any such order, judgment, claim or proof. Any amount due from the Borrowers under this clause 6.5 shall be due as a separate debt and shall not be affected by judgment being obtained for any other sums due under or in respect of any of the Security
Documents and the term “rate of exchange” includes any premium and costs of exchange payable in connection with the purchase of the first currency with the second currency.

		6.6	Grossing-up for Taxes


If at any time the Borrowers must make any
deduction or withholding in respect of Taxes from any payment due under any of the Security Documents, the sum due from the Borrowers in respect of such payment must then be increased to the extent necessary to ensure that, after the making of such
deduction or withholding, the Bank receives on the due date for such payment (and retains, free from any liability in respect of such deduction or withholding), a net sum equal to the sum which it would have received had no such deduction or
withholding been made and the Borrowers agree to indemnify the Bank on demand against any losses or costs certified by the Bank to have been incurred by it by reason of any failure of the Borrowers to make any such deduction or withholding or by
reason of any increased payment not being made on the due date for such payment. The Borrowers must promptly deliver to the Bank any receipts, certificates or other proof evidencing the amounts (if any) paid or payable in respect of any deduction or
withholding as aforesaid.

		6.7	Loan account


The Bank agrees to maintain a control account showing the Loan
and other sums owing by the Borrowers under the Security Documents and all payments in respect thereof being made from time to time. The control account shall, in the absence of manifest error, be conclusive as to the amount from time to time owing
by the Borrowers under the Security Documents.

 
	 	
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		6.8	Bank may assume receipt


Where any sum is to be paid under the Security Documents to the
Bank, the Bank may assume that the payment will be made when due and the Bank may (but shall not be obliged to) make such sum available to the person so entitled. If it proves to be the case that such payment was not made to the Bank, then the
person to whom such sum was so made available must on request refund such sum to the Bank together with interest thereon sufficient to compensate the Bank for the cost of making available such sum up to the date of such repayment and the person by
whom such sum was payable must indemnify the Bank for any and all loss or expense which the Bank may sustain or incur as a consequence of such sum not having been paid on its due date.

		6.9	Partial payments


If, on any date on which a payment is due to be made by the
Borrowers under any of the Security Documents, the amount received by the Bank from the Borrowers falls short of the total amount of the payment due to be made by the Borrowers on such date then, without prejudice to any rights or remedies available
to the Bank under any of the Security Documents, the Bank must apply the amount actually received from the Borrowers in or towards discharge of the obligations of the Borrowers under the Security Documents in the following order, notwithstanding any
appropriation made, or purported to be made, by the Borrowers:

		6.9.1	first, in or towards payment, on a pro-rata basis, of any unpaid costs and expenses of the Bank under any of the Security
Documents;


		6.9.2	secondly, in or towards payment of any fees payable to the Bank under, or in relation to, the Security Documents which remain
unpaid;


		6.9.3	thirdly, in or towards payment to the Bank of any accrued interest owing in respect of the Loan which shall have become due under any of the
Security Documents but remains unpaid;


		6.9.4	fourthly, in or towards payment to the Bank of any principal in respect of the Loan which shall have become due but remains
unpaid;


		6.9.5	fifthly, in or towards payment to the Bank for any loss suffered by reason of any such payment in respect of principal not being effected on an
Interest Payment Date relating to the part of the Loan repaid and which amounts are so payable under this Agreement; and


		6.9.6	sixthly in or towards payment to the relevant person of any other sum which shall have become due under any of the Security Documents but
remains unpaid (and, if more than one such sum so remains unpaid, on a pro rata basis).

 The order of application set out in clauses 6.9.1 to 6.9.6 may be varied by the Bank without any reference to, or consent or approval from, the Borrowers.

		6.10	FATCA 


		6.10.1	Subject to Clause 6.10.3 below, each party shall, within ten (10) Banking Days of a reasonable request by another
party:


		(a)	confirm to that other party whether it is:


 
	 	
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		(i)	a FATCA Exempt Party; or


		(ii)	not a FATCA Exempt Party; and


		(b)	supply to that other party such forms, documentation and other information relating to its status under FATCA (including its applicable
passthru percentage or other information required under the Treasury Regulations or other official guidance including intergovernmental agreements) as that other party reasonably requests for the purposes of that other party's compliance with
FATCA;


		(c)	supply to that other party such forms, documentation and other information relating to its status as that other party reasonably requests for
the purposes of that other party's compliance with any other law, regulation, or exchange of information regime.


		6.10.2	If a party to any Security Document confirms to another party pursuant to Clause 6.10.1(a) above that it is a FATCA Exempt Party and it
subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that party shall notify that other party reasonably promptly.


		6.10.3	Clause 6.10.1(a) above shall not oblige the Bank to do anything, and paragraph (a)(iii) above shall not oblige any other party to any Security
Document to do anything, which would or might in its reasonable opinion constitute a breach of:


		(a)	any law or regulation;


		(b)	any policy of the Bank;


		(c)	any fiduciary duty; or


		(d)	any duty of confidentiality.


		6.10.4	If a party to a Security Document fails to confirm its status or to supply forms, documentation or other information requested in accordance
with Clause 6.10.1(a) above (including, for the avoidance of doubt, where Clause 6.10.3 above applies), then:


		(a)	if that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such party shall be treated for the purposes of the
Security Documents as if it is not a FATCA Exempt Party; and


		(b)	if that party failed to confirm its applicable passthru percentage then such party shall be treated for the purposes of the Security Documents
(and payments made thereunder) as if its applicable passthru percentage is 100%,

 until (in each case) such time as the party in question provides the requested confirmation, forms, documentation or other information.

		6.11	Gross-up in the event of a FATCA Deduction – Borrowers


		6.11.1	If a party to a Security Document is required to make a FATCA Deduction, that party shall make that FATCA Deduction and any payment required in
connection with that FATCA Deduction within the time allowed and in the minimum amount required by FATCA.


 
	 	
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		6.11.2	If a FATCA Deduction is required to be made by a party to a Security Document, the amount of the payment due from that party shall be increased
to an amount which (after making any FATCA Deduction) leaves an amount equal to the payment which would have been due if no FATCA Deduction had been required.


		6.11.3	Each party to a Security Document shall promptly upon becoming aware that it must make a FATCA Deduction (or that there is any change in the
rate or the basis of a FATCA Deduction) notify the Bank accordingly.


		6.11.4	Within thirty days of making either a FATCA Deduction or any payment required in connection with that FATCA Deduction, the relevant party shall
deliver to the Bank evidence satisfactory to the Bank that the FATCA Deduction has been made or (as applicable) any appropriate payment paid to the relevant governmental or taxation authority.


		7	Representations and warranties


		7.1	Continuing representations and warranties


The Borrowers represent and warrant to the Bank that:


		7.1.1	Due incorporation


each of the Security Parties is duly incorporated and validly
existing in good standing, under the laws of its respective country of incorporation, in each case, as a corporation and has power to carry on its respective businesses as it is now being conducted and to own their respective property and other
assets to which it has unencumbered legal and beneficial title except as disclosed to the Bank in writing;

		7.1.2	Corporate power


each of the Security Parties has power to execute, deliver and
perform its obligations and, as the case may be, to exercise its rights under the Underlying Documents and the Security Documents to which it is a party; all necessary corporate, shareholder and other action has been taken to authorise the
execution, delivery and on the execution of the Security Documents performance of the same and no limitation on the powers of the Borrowers to borrow or any other Security Party to howsoever incur liability and/or to provide or grant security will
be exceeded as a result of borrowing any part of the Loan;

		7.1.3	Binding obligations


the Underlying Documents and the Security Documents, when
executed, will constitute valid and legally binding obligations of the relevant Security Parties enforceable in accordance with their respective terms;

		7.1.4	No conflict with other obligations




 
	 	
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 the execution and delivery of, the
performance of their obligations under, and compliance with the provisions of, the Underlying Documents and the Security Documents by the relevant Security Parties will not (i) contravene any existing applicable law, statute, rule or regulation or
any judgment, decree or permit to which any Security Party is subject, (ii) conflict with, or result in any breach of any of the terms of, or constitute a default under, any agreement or other instrument to which any Security Party is a party or is
subject or by which it or any of its property is bound, (iii) contravene or conflict with any provision of the constitutional documents of any Security Party or (iv) result in the creation or imposition of, or oblige any of the Security Parties to
create, any Encumbrance (other than a Permitted Encumbrance) on any of the undertakings, assets, rights or revenues of any of the Security Parties;

		7.1.5	No default


no Default has occurred;

		7.1.6	No litigation or judgments


no Proceedings are current, pending or, to the knowledge of the
officers of either Borrower, threatened against any of the Security Parties or their assets which could have a Material Adverse Effect and there exist no judgments, orders, injunctions which would materially affect the obligations of the Security
Parties under the Security Documents, except as notified in the Corporate Guarantor’s public filings;

		7.1.7	No filings required


except for the registration of the Mortgages in the relevant
register under the laws of the relevant Flag State through the relevant Registry, it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of any of the Underlying Documents or any of the Security Documents
that they or any other instrument be notarised, filed, recorded, registered or enrolled in any court, public office or elsewhere in any Pertinent Jurisdiction or that any stamp, registration or similar tax or charge be paid in any Pertinent
Jurisdiction on or in relation to any of the Underlying Documents or the Security Documents and each of the Underlying Documents and the Security Documents is in proper form for its enforcement in the courts of each Pertinent
Jurisdiction;

		7.1.8	Required Authorisations and legal compliance


all Required Authorisations have been obtained or effected and
are in full force and effect and no Security Party has in any way contravened any applicable law, statute, rule or regulation (including all such as relate to money laundering);

		7.1.9	Choice of law


the choice of English law to govern the Underlying Documents and
the Security Documents (other than the Mortgages and the Earnings Account Pledges), the choice of the law of the Flag State to govern the Mortgages, the choice of Greek law to govern the Earnings Account Pledges and the submissions by the Security
Parties to the jurisdiction of the English courts and the obligations of such Security Parties associated therewith, are valid and binding;

		7.1.10	No immunity




 
	 	
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 no Security Party nor any of their assets
is entitled to immunity on the grounds of sovereignty or otherwise from any Proceedings whatsoever;

		7.1.11	Financial statements correct and complete


the latest balance sheets and profit and loss accounts of the
Corporate Guarantor in respect of the relevant financial year as delivered to the Bank present or will present fairly and accurately the financial position of the Corporate Guarantor for the financial year, ended on such date and, as at such date,
the Corporate Guarantor had no significant liabilities (contingent or otherwise) or any unrealised or anticipated losses which are not disclosed by, or reserved against or provided for in, such financial statements;

		7.1.12	Pari passu


the obligations of the Borrowers under this Agreement are
direct, general and unconditional obligations of the Borrowers and rank at least pari passu with all other present and future unsecured and unsubordinated Indebtedness of the Borrowers except for obligations which are mandatorily preferred by
operation of law and not by contract;

		7.1.13	Information/ Material Adverse Effect


all information, whatsoever provided by any Security Party to
the Bank in connection with the negotiation and preparation of the Security Documents or otherwise provided hereafter in relation to, or pursuant to this Agreement is, or will be, true and accurate in all material respects and not misleading, does
or will not omit material facts and all reasonable enquiries have been, or shall have been, made to verify the facts and statements contained therein and there has not occurred any event which could have a Material Adverse Effect on any Security
Party since such information was provided to the Bank; there are, or will be, no other facts the omission of which would make any fact or statement therein misleading;

		7.1.14	No withholding Taxes


no Taxes anywhere are imposed whatsoever by withholding or
otherwise on any payment to be made by any Security Party under the Underlying Documents or the Security Documents to which such Security Party is or is to be a party or are imposed on or by virtue of the execution or delivery by the Security
Parties of the Underlying Documents or the Security Documents or any other document or instrument to be executed or delivered under any of the Security Documents;

		7.1.15	Use of proceeds


the Borrowers shall apply the Loan only for the purposes
specified in clause 2.1;

		7.1.16	The Mortgaged Vessels


throughout the Facility Period, each Mortgaged Vessel will be
:

		(a)	in the absolute sole, legal and beneficial ownership of the relevant Borrower;


		(b)	registered through the offices of the relevant Registry as a ship under the laws and flag of the relevant Flag State;


 
	 	
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		(c)	in compliance with the ISM Code and the ISPS Code and operationally seaworthy and in every way fit for service;


		(d)	in good and sea-worthy and cargo-worthy condition; and


		(e)	classed with the relevant Classification free of all outstanding requirements and recommendations of the relevant Classification Society which
have not been complied with in accordance with their terms.


		7.1.17	Sharing Earnings


except with the prior written consent of the Bank and subject to
clause 4.8, there will not be any agreement or arrangement whereby the Earnings of either Mortgaged Vessel may be shared or pooled howsoever with any other person;

		7.1.18	Freedom from Encumbrances


neither Mortgaged Vessel nor its Earnings, Insurances or
Requisition Compensation nor the Earnings Accounts nor any Extended Employment Contract in respect of the Mortgaged Vessel nor any other properties or rights which are, or are to be, the subject of any of the Security Documents nor any part thereof
will be subject to any Encumbrance except Permitted Encumbrances;

		7.1.19	Environmental Matters


except as may already have been disclosed by the Borrowers in
writing to, and acknowledged and accepted in writing by, the Bank:

		(a)	the Borrowers and, to the best of the Borrowers’ knowledge and belief (having made due enquiry), their respective Environmental
Affiliates, have complied with the provisions of all Environmental Laws;


		(b)	the Borrowers and, to the best of the Borrowers’ knowledge and belief (having made due enquiry), their respective Environmental
Affiliates have obtained all Environmental Approvals and are in compliance with all such Environmental Approvals;


		(c)	no Environmental Claim has been made or threatened or pending against either Borrower, or, to the best of the Borrowers’ knowledge and
belief (having made due enquiry), any of their respective Environmental Affiliates; and


		(d)	there has been no Environmental Incident;


		7.1.20	ISM and ISPS Code


each of the Borrowers has complied with and continues to comply
with and has procured that the Manager has complied with and continues to comply with the ISM Code, the ISPS Code and all other statutory and other requirements relative to its business and in particular each Borrower or the Manager has obtained and
maintains a valid DOC and SMC for each Mortgaged Vessel and that it and the Manager has implemented and continues to implement an ISM SMS;

		7.1.21	Copies true and complete




 
	 	
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 The Certified Copies of the constitutional
documents of the Security parties and the Certified Copies or originals of the Underlying Documents delivered or to be delivered to the Bank pursuant to clause 8.1 are, or will when delivered be, true and complete copies or, as the case may be,
originals of such documents; and such documents constitute valid and binding obligations of the parties thereto enforceable in accordance with their respective terms and there have been no amendments or variations thereof or defaults
thereunder;

		7.1.22	Beneficiary of Loan


the Borrowers are the ultimate beneficiaries of the
Loan;

		7.1.23	Indebtedness


no Security Party has incurred any Indebtedness save under this
Agreement and the Indenture or as otherwise disclosed to the Bank in writing or as disclosed in the Group’s public filings;

		7.1.24	Filings


each Borrower has filed all tax and other fiscal returns
required to be filed by any tax authority to which it is subject;

		7.1.25	Office

 neither Borrower has an office in England;

7.1.26       Sanctions

		(a)	to the best of their knowledge, none of the shares in either Borrower no in either Vessel are or will be at any time during the Facility Period
legally and beneficially owned and controlled by a Restricted Person;


		(b)	to the best of their knowledge, no Restricted Person has or will have at any time during the Facility Period any legal or beneficial interest
of any nature whatsoever in any of the shares of any of the Security Parties;


		(c)	to the best of their knowledge, no title in any property or other assets subject to an Encumbrance created by a Security Document has been
obtained in breach of any existing applicable law, statute, rule or regulation; and


		(d)	no Security Party nor any director, officer, agent, employee of any Security Party or any person acting on behalf of any Security Party, is a
Restricted Person nor acts directly or indirectly on behalf of a Restricted Person;


7.1.27       Insolvency

neither Borrower is unable or has admitted inability to pay its
debts as they fall due, has suspended making payments on any of its debts or has announced an intention to do so, is or has become insolvent; or, save as disclosed to the Bank prior to the Execution Date, or has suffered the declaration of a
moratorium in respect of any of its Indebtedness;
 7.1.28       No business



 
	 	
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 neither Borrower has undertaken any
business or employed any person or incurred any obligations in respect of any pension scheme, save in respect of the Master, officers and crew of the Vessel owned by it;
 7.1.29       FATCA
 none of the Security Parties is a FATCA FFI or a US Tax Obligor;

7.1.30       Manager

the Manager is fit and proper commercial and
technical manager of the Vessels with the sufficient and fully trained personnel, experience and ability to perform its obligations in accordance with all applicable laws and regulations and in accordance with first class international ship
management practice.

		7.1.31	Indentures


The entry by the Borrowers into this
Agreement, and their borrowing of the Loan hereunder, and the execution by the Corporate Guarantor of the Corporate Guarantee do not breach any provision of the Indenture.

		7.1.32	Ownership of Borrowers


All the shares in the Borrowers are indirectly owned and
controlled by the Corporate Guarantor.

		7.2	Repetition of representations and warranties


At the end of each Interest Period throughout the Facility
Period the Borrowers shall be deemed to repeat the representations and warranties in clause 7 updated mutatis mutandis as if made with reference to the facts and circumstances existing on such day.

		8	Undertakings


		8.1	General


The Borrowers undertake with the Bank that, from the Execution
Date until the end of the Facility Period, they will:

		8.1.1	Notice of Default and Proceedings


promptly inform the Bank of (a) any Default and of any other
circumstances or occurrence which might adversely affect the ability of any Security Party to perform its obligations under any of the Security Documents and (b) as soon as the same is instituted or threatened, details of any Proceedings involving
any Security Party which could have a Material Adverse Effect on that Security Party and/or the operation of either of the Vessels (including, but not limited to any Total Loss of a Vessel or the occurrence of any Environmental Incident) and will
from time to time, if so requested by the Bank, confirm to the Bank in writing that, save as otherwise stated in such confirmation, no Default has occurred and is continuing and no such Proceedings have been instituted;

		8.1.2	Authorisation




 
	 	
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 obtain or cause to be obtained, maintain
in full force and effect and comply fully with all Required Authorisations, provide the Bank with Certified Copies of the same and do, or cause to be done, all other acts and things which may from time to time be necessary or desirable under any
applicable law (whether or not in the Pertinent Jurisdiction) for the continued due performance of all the obligations of the Security Parties under each of the Security Documents;

		8.1.3	Corporate Existence/Ownership


ensure that each Security Party maintains its corporate
existence as a body corporate duly organised and validly existing and in good standing under the laws of the Pertinent Jurisdiction and ensure that the owner of all shares, and control, of the Borrowers, directly or through other companies, is the
Corporate Guarantor;

		8.1.4	Use of proceeds


use the Loan exclusively for the purposes specified in clauses
1.1 and 2.1;

		8.1.5	Pari passu


ensure that their obligations under this Agreement shall at all
times rank at least pari passu with all their other present and future unsecured and unsubordinated Indebtedness with the exception of any obligations which are mandatorily preferred by law and not by contract;

		8.1.6	Financial statements


provide to the Bank (or procure that is sent) as soon as
possible, but in no event later than 180 days after the end of each of its financial year, annual audited (prepared in accordance with US GAAP by a firm of accountants acceptable to the Bank) consolidated balance sheet and profit and loss accounts
of the Corporate Guarantor (commencing with the financial year ending 31 December 2016) certified as to their correctness by the Chief Financial Officer of the Corporate Guarantor;

		8.1.7	Reimbursement of MII & MAP Policy premiums


whether or not any amount is borrowed under this Agreement,
reimburse the Bank on the Bank’s written demand the amount of the premium payable by the Bank for the inception or, as the case may be, extension and/or continuance of the MII & MAP Policy (including any insurance tax thereon);

		8.1.8	Provision of further information


provide the Bank with, or procure that the Bank is provided
with, such financial or other information concerning the Borrowers, the Corporate Guarantor and the Manager and their respective affairs and activities including, without limitation, their financial standing, commitments and operations as the Bank
may reasonably request from time to time;

		8.1.9	Obligations under Security Documents




 
	 	
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 duly and punctually perform each of the
obligations expressed to be imposed or assumed by them under the Security Documents and Underlying Documents and will procure that each of the other Security Parties will, duly and punctually perform each of the obligations expressed to be assumed
by it under the Security Documents and the Underlying Documents to which it is a party;

		8.1.10	Compliance with ISM Code


comply with, and will procure that any Operator will comply
with, and ensure that the Mortgaged Vessels and any Operator comply with the requirements of the ISM Code, including (but not limited to) the maintenance and renewal of valid certificates pursuant thereto throughout the Facility Period;

		8.1.11	Withdrawal of DOC and SMC


immediately inform the Bank if there is any actual withdrawal of
their or any Operator’s DOC or the SMC of either Mortgaged Vessel;

		8.1.12	Issuance of DOC and SMC


and will procure that any Operator will, promptly inform the
Bank of the receipt by either Borrower or any Operator of notification that its application for a DOC or any application for an SMC for any Mortgaged Vessel has been refused;

		8.1.13	ISPS Code Compliance


and will procure that the Manager or any Operator
will:

		(a)	maintain at all times a valid and current ISSC in respect of each Mortgaged Vessel;


		(b)	immediately notify the Bank in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the ISSC in respect
of a Mortgaged Vessel; and


		(c)	procure that each Mortgaged Vessel will comply at all times with the ISPS Code;


		8.1.14	Compliance with laws and payment of taxes


and will comply with:

		(a)	all relevant Environmental Laws, laws, statutes and regulations (including, but not limited to, laws relating to any trading prohibition
imposed by the Flag State, the country of incorporation of the Borrowers or the country of nationality of any crew member of either Vessel by which such Borrower is bound) and pay all taxes for which it is liable as they fall due;
and


		(b)	and will procure that each Security Party and each other Group Member and any affiliate of any of them will comply in all respects with, all
Sanctions;


		8.1.15	Charters etc.




 
	 	
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 (i) deliver to the Bank a
Certified Copy of each Extended Employment Contract upon its execution, (ii) forthwith on the Bank’s request execute (a) a Charter Assignment in respect thereof and (b) any notice of assignment required in connection therewith and use
reasonable efforts to procure the acknowledgement of any such notice of assignment by the relevant charterer (provided that any failure to procure the same shall not constitute an Event of Default) and (iii) pay all legal and other costs incurred by
the Bank in connection with any such Charter Assignments, forthwith following the Bank’s demand;

		8.1.16	Indebtedness


not incur any Indebtedness other than (i) in
the ordinary course of trading the Vessel of which it is the owner or (ii) with the prior written consent of the Bank;

		8.1.17	Trading


not permit either Vessel to trade in any area prohibited by the
government of the Flag State;

		8.1.18	Subordination


ensure that all Indebtedness of either Borrower to its
shareholders is fully subordinated, all in a form acceptable to the Bank; and

		8.1.19	Sanctions


		(a)	not be, and shall procure that any Security Party and other Group Member or any affiliate of any of them, or any director, officer, agent,
employee or person acting on behalf of the foregoing is not, a Restricted Person and does not act directly or indirectly on behalf of a Restricted Person;


		(b)	and shall procure that each Security Party and each other Group Member and each affiliate of any of them shall, not use any revenue or benefit
derived from any activity or dealing with a Restricted Person in discharging any obligation due or owing to the Lender;


		(c)	procure that no proceeds from any activity or dealing with a Restricted Person are credited to any bank account held with the Lender in its
name or in the name of any other member of the Group or any affiliate of any of them;


		(d)	take, and shall procure that each Security Party and each other Group Member and each affiliate of any of them has taken, reasonable measures
to ensure compliance with Sanctions;


		(e)	and shall procure that each Security Party and each other Group Member shall, to the extent permitted by law promptly upon becoming aware of
them, supply to the Lender details of any claim, action, suit, proceedings or investigation against it with respect to Sanctions by any Sanctions Authority; and


		(f)	not accept, obtain or receive any goods or services from any Restricted Person, except (without limiting clause 8.1.19(b)), to the extent
relating to any warranties and/or guarantees given and/or liabilities incurred in respect of an activity or dealing with a Restricted Person by the Borrower, any other Security Party or any other Group Member in accordance with this
Agreement.


 
	 	
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		8.1.20	Dividends


(i) The Borrowers may and (ii) the Corporate
Guarantor may, in accordance with the terms of the Indenture, each declare or pay dividends or distribute any of their present or future assets, undertakings, rights or revenues so long as no Event of Default shall have occurred, or shall occur as a
result of such declaration and/or payment and/or distribution.

		8.1.21	Delivery of reports


deliver to the Bank upon request as many Certified Copies as the
Bank may reasonably require of every report, circular, notice or like document issued by any Security Party to its shareholders or creditors generally;

		8.1.22	Vessel information


provide the Bank promptly on request with all such information
as it may from time to time require in relation to each Vessel, her Insurances, her employment, position and engagements, particulars of all towages and salvages, and copies of all charters and other contracts for her employment, or otherwise
howsoever concerning her, as well as copies of all original class records held by the Classification Society in relation to each Vessel, all reports of port state control inspections of each Vessel and information on the financial and operating
performance of each Vessel in such form as the Bank may approve or require and all such information as it may from time to time require to determine the Valuation Amount of each Vessel in accordance with clause 8.2.2;

		8.1.23	Segregation and separate identity


the Borrowers will keep separate corporate
books and records, maintain separate bank accounts, conduct business in its own name, at all times observe all corporate and other formalities required by its constitutional documents, hold itself out as a separate entity and correct any known
misunderstanding regarding its separate identity;

		8.1.24	Indenture


comply with all of the obligations undertaken by the Corporate
Guarantor under the Indenture and shall procure that the Corporate Guarantor also complies with all of its obligations under the Indenture including, without limitation, with any limitations on indebtedness, restricted payments, dividends, related
party transactions and liens, and the Borrowers further agree and shall procure that the Corporate Guarantor also agree that:

		(a)	any terms defined in the Indenture shall have those meanings when used in the Indenture Excerpt;


		(b)	no waiver or variation of any term of the Indenture by any person shall waive or vary the Borrowers’ and the Corporate Guarantor’s
obligations hereunder to comply with the obligations in the Indenture, except with the consent of the Bank; and


		(c)	the Borrowers will not, and will procure that the Corporate Guarantor will not, vary any material term of the Indenture (including, without
limitation those referred to above) without the prior written consent of the Bank, which shall not be unreasonably withheld, however this will not affect its right of partial or full prepayment of the Indenture.




 
	 	
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 Notwithstanding anything in this Agreement
any terms, transactions or events permitted by the Indenture Excerpt and save as otherwise expressly provided in this Agreement, any other terms or transactions or events permitted by the Indenture, shall be deemed to be permitted by this
Agreement;

		8.1.25	Corporate Guarantor’s restrictions


procure that in the event that the Corporate Guarantor is
required, in relation to its existing or new indebtedness, to comply with any covenants which impose new or higher restrictions, then such covenants shall also be provided in the Bank’s favour; and

		8.1.26	Minimum liquidity


retain the Minimum Liquidity Amount pledged in the Earnings
Accounts.

		8.2	Security value maintenance


		8.2.1	Security shortfall


If, at any time the Security Value shall be less than the
Required Security Amount, the Bank shall give notice to the Borrowers requiring that such deficiency be remedied and then the Borrowers must either:

		(a)	prepay within a period of thirty (30) days of the date of receipt by the Borrowers of the Bank's said notice such part of the Loan as will
result in the Security Value after such prepayment (taking into account any other repayment of the Loan made between the date of the notice and the date of such prepayment) being equal to or higher than the Required Security Amount;
or


		(b)	within thirty (30) days of the date of receipt by the Borrowers of the Bank's said notice either constitute to the satisfaction of the Bank
such further security for the Loan as shall be acceptable to the Bank in its discretion having a value for security purposes at the date upon which such further security shall be constituted which, when added to the Security Value, shall not be less
than the Required Security Amount as at such date.

 The provisions of clauses 4.6 (Amounts payable on prepayment) and 4.7 (Notice of prepayment; reduction of repayment instalments) shall apply to prepayments under
clause 8.2.1(a) provided that the Bank shall apply such prepayments in reduction of the repayment instalments under clause 4.1 (Repayment) pro rata and the amounts of the Loan prepaid hereunder shall not be available to be
re-borrowed.

		8.2.2	Valuation of Mortgaged Vessels


Each Vessel shall, for the purposes of this Agreement, be valued
in USD by taking the valuation prepared by an Approved Broker appointed by the Borrowers, such valuation to be made without physical inspection, and on the basis of a sale for prompt delivery for cash at arms’ length, on normal commercial
terms, as between a willing buyer and a willing seller without taking into account the benefit or burden of any charterparty or other engagement concerning the relevant Vessel and shall be no older than 30 days as at any relevant date. Valuations
shall be obtained:

		(a)	annually; and


 
	 	
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		(b)	(in addition to (a) above) at any other time as the Bank shall require (in its reasonable discretion).


The Approved Broker’s valuations for each Vessel on each
such occasion shall constitute the Valuation Amount of that Vessel for the purposes of this Agreement until superceded by the next such valuation.

		8.2.3	Information


The Borrowers undertake with the Bank to supply to the Bank and
to the Approved Broker such information concerning the relevant Mortgaged Vessel and its condition as such shipbrokers may require for the purpose of determining any Valuation Amount.

		8.2.4	Costs

 All costs in connection with the obtaining and any determining of any Valuation Amount pursuant to Clause 8.2.2 must be paid by the Borrowers.

		8.3	Negative undertakings


The Borrowers jointly and severally undertake with the Bank
that, from the Execution Date until the end of the Facility Period, they will not, without the prior written consent of the Bank:

		8.3.1	Negative pledge


permit any Encumbrance (other than a Permitted Encumbrance) to
subsist, arise or be created or extended over all or any part of their respective present or future undertakings, assets, rights or revenues to secure or prefer any present or future Indebtedness or other liability or obligation of any Group Member
or any other person;

		8.3.2	No merger or transfer


merge or consolidate with any other person or permit any change
to the legal or beneficial ownership of their shares from that existing at the Execution Date;

		8.3.3	Disposals


sell, transfer, assign, create security or option over, pledge,
pool, abandon, lend or otherwise dispose of or cease to exercise direct control over any part of their present or future undertaking, assets, rights or revenues (otherwise than by transfers, sales or disposals for full consideration in the ordinary
course of trading) whether by one or a series of transactions related or not;

		8.3.4	Other business or Manager


undertake any business other than the ownership and operation of
the Vessels or employ anyone other than the Manager as commercial and technical manager of the Vessels and further undertakes to procure that upon expiration of a Bareboat Charter, a new Manager becomes the commercial and technical manager of the
relevant Vessel upon such terms and conditions acceptable to the Bank and subject to such documentation required by the Bank pursuant to Schedule 2 Part C;

		8.3.5	Acquisitions




 
	 	
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 acquire any further assets other than the
Vessels and rights arising under contracts entered into by or on behalf of the Borrowers in the ordinary course of their businesses of owning, operating and chartering the Vessels;

		8.3.6	Other obligations


incur any obligations (to any Group Member or otherwise) except
for obligations arising under the Underlying Documents or the Security Documents or contracts entered into (or in the case of any obligation to any Group Member, reasonably entered into) in the ordinary course of its business of owning, operating
and chartering the Vessels (and for the purposes of this Agreement any obligations incurred under the Management Agreements and the Bareboat Charters are deemed to have been reasonably incurred in the ordinary course of business);

		8.3.7	No borrowing


incur any Borrowed Money except for Borrowed Money pursuant to
the Security Documents or as otherwise disclosed in writing by the Borrower to the Bank on or prior to the date of this Agreement;

		8.3.8	Repayment of borrowings


repay or prepay the principal of, or pay interest on or any
other sum in connection with any of its Borrowed Money except for Borrowed Money pursuant to the Security Documents or as otherwise disclosed in writing by the Borrower to the Bank on or prior to the date of this Agreement;

		8.3.9	Guarantees


issue any guarantees or otherwise become directly or
contingently liable, or give security or quasi security for the obligations of any person, firm, or corporation except pursuant to the Security Documents and except for (i) guarantees from time to time required in the ordinary course of business
and/or by any protection and indemnity or war risks association with which a Vessel is entered, guarantees required to procure the release of a Vessel from any arrest, detention, attachment or levy or guarantees required for the salvage of a Vessel,
(ii) any guarantees issued under the Indenture and (iii) such other guarantees to which the Bank shall have consented in writing;

		8.3.10	Loans

 make any loans or grant any credit (save for normal trade credit in the ordinary course of business) to any person or agree to do so;

		8.3.11	Sureties


permit any Indebtedness of either Borrower to any person (other
than the Bank pursuant to the Security Documents) to be guaranteed by any person (except for guarantees from time to time required in the ordinary course of business and in the ordinary course by any protection and indemnity or war risks association
with which a Vessel is entered, guarantees required to procure the release of such Vessel from any arrest, detention, attachment or levy or guarantees or undertakings required for the salvage of a Vessel); or

		8.3.12	Subsidiaries




 
	 	
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 form or acquire any
Subsidiaries

		8.3.13	Change of name, Manager, flag or class


change the name, Manager, flag, Classification
or Classification Society of either Vessel;

		8.3.14	Charters

 without the prior written consent of the Bank (which consent may not, in respect of (ii) below, be unreasonably withheld) and then, if such consent is given, only subject to such
conditions as the Bank may impose, let or agree to let either Vessel:

		(i)	on demise charter for any period; or


		(ii)	by any time or consecutive voyage charter for a term which exceeds or which by virtue of any optional extensions therein contained may exceed
twelve (12) months’ duration; or


		(iii)	on terms whereby more than two (2) months’ hire (or the equivalent) is payable in advance; or


		(iv)	below a fair and reasonable arms-length rate obtainable at the time when the relevant Vessel is fixed;


		8.3.15	Nuclear waste


permit either Vessel to carry nuclear waste or
radioactive material;

		8.3.16	Prohibited Persons


and shall use reasonable endeavours to procure that no Group
Member will, have any course of dealings, directly or indirectly, with any Prohibited Person;

		8.3.17	Change in constitutional documents


amend or vary its constitutional documents;

		8.3.18	Employees


employ any person except the Master, officers and crew of the
Vessel owned by it;

		8.3.19	FATCA

 become a FATCA FFI or a US Tax Obligor and shall procure that no Security Party shall do so;

		8.3.20	Lawful use


permit either Vessel to be employed:

		(i)	in any way or in any activity with a Restricted Person or in any Sanctions Restricted Jurisdiction or which is (i) unlawful under international
law or the domestic laws of any relevant country or (ii) contrary to any Sanctions;


		(ii)	in carrying illicit or prohibited goods;


 
	 	
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		(iii)	in a way which may make the Vessel liable to be condemned by a prize court or destroyed, seized or confiscated;


		(iv)	in any part of the world where there are hostilities (whether war has been declared or not); or


		(v)	in carrying contraband goods,


and each Borrower shall procure that the
persons responsible for the operation of its Vessel shall take all necessary and proper precautions to ensure that this does not happen, including participation in industry or other voluntary schemes available to the Vessel and in which leading
operators of ships operating under the same flag or engaged in similar trades generally participate at the relevant time.

		9	Conditions


		9.1	Documents and evidence


The Bank’s
obligation to make available the Loan is subject to the following conditions precedent: 

		9.1.1	that, on or before the date of this Agreement, the Bank has received the documents described in Part A of Schedule 2 in form and substance
satisfactory to the Bank and its lawyers;


		9.1.2	that, on or before the Drawdown Date the Bank has received the documents described in Part B of Schedule 2 in form and substance satisfactory
to the Bank and its lawyers; and


		9.1.3	the representations and warranties contained in clause 4 of the Corporate Guarantee being then true and correct as if each was made with
respect to the facts and circumstances existing at such time


		9.1.4	no Default having occurred and being continuing and there being no Default which would result from the making of the
Loan.


		9.2	Waiver of conditions precedent


The conditions specified in this clause 9 are inserted solely
for the benefit of the Bank and may be waived by the Bank in whole or in part and with or without conditions.

		9.3	Further conditions precedent


Not later than five (5) Banking Days prior to a Drawdown Date
and not later than five (5) Banking Days prior to each Interest Payment Date, the Bank may reasonably request and the Borrowers must, not later than two (2) Banking Days prior to such date, deliver to the Bank (at the Borrowers’ expense) on
such request further favourable certificates and/or opinions as to any or all of the matters which are the subject of clauses 7, 8, 9 and 10 of this Agreement and clauses 4 and 5 of the Corporate Guarantee.

		9.4	English language


All documents required to be delivered under and/or supplied in
connection with any of the Security Documents must either be in the English language or accompanied by an English translation certified by a notary, lawyer or consulate acceptable to the Bank.

 
	 	
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		10	Events of Default


		10.1	Events

 Each of the following events shall constitute an Event of Default (whether such event shall occur voluntarily or involuntarily or by operation of law or regulation or in connection
with any judgment, decree or order of any court or other authority or otherwise, howsoever):

		10.1.1	Non-payment: any Security Party fails to pay any sum payable by it under any of the Security Documents at the time, in the currency and
in the manner stipulated in the Security Documents or the Underlying Documents (and so that, for this purpose, sums payable (i) under clauses 3.1 and 4.1 shall be treated as having been paid at the stipulated time if (aa) received by the Bank within
two (2) days of the dates therein referred to and (bb) such delay in receipt is caused by administrative or other delays or errors within the banking system and (ii) on demand shall be treated as having been paid at the stipulated time if paid
within five (5) Banking Days of demand); or


		10.1.2	Breach of Insurance and certain other obligations: a Borrower or, as the context may require, the Manager or any other person fails to
obtain and/or maintain the Insurances for any of the Mortgaged Vessels or if any insurer in respect of such Insurances cancels the Insurances or disclaims liability by reason, in either case, of mis-statement in any proposal for the Insurances or
for any other failure or default on the part of the Borrower or any other person or the Borrower commits any breach of or omits to observe any of the obligations or undertakings expressed to be assumed by them under clause 8;
or


		10.1.3	Breach of other obligations: any Security Party commits any breach of or omits to observe any of its obligations or undertakings
expressed to be assumed by it under any of the Security Documents (other than those referred to in clauses 10.1.1 and 10.1.2 above) unless such breach or omission, in the reasonable opinion of the Bank is capable of remedy, in which case the same
shall constitute an Event of Default if it has not been remedied within fifteen (15) days of the occurrence thereof; or


		10.1.4	Misrepresentation: any representation or warranty made or deemed to be made or repeated by or in respect of any Security Party in or
pursuant to any of the Security Documents or in any notice, certificate or statement referred to in or delivered under any of the Security Documents is or proves to have been incorrect or misleading in any material respect unless such
misrepresentation is remedied within five (5) days of the Bank giving written notice to the Borrowers or the Borrowers becoming aware of the occurrence thereof; or


 
	 	
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		10.1.5	Cross-default: any Indebtedness of any Security Party in an amount exceeding USD3,000,000 or USD15,000,000 in case of the Corporate
Guarantor is not paid when due (subject to applicable grace periods and provided that if the Security Party has made a formal bona fide written request for a waiver in respect of a due amount to any commercial bank and has notified the Bank
accordingly, then no Event of Default under this clause shall be deemed to have occurred until the earlier of (i) the date on which the relevant commercial bank informs the Security Party it will no longer grant a waiver or that it reserves its
rights and (ii) the date falling fifteen (15) days after that due date for payment if no waiver has been granted by the relevant commercial bank) or any Indebtedness of any Security Party becomes (whether by declaration or automatically in
accordance with the relevant agreement or instrument constituting the same) due and payable prior to the date when it would otherwise have become due (unless as a result of the exercise by the relevant Security Party of a voluntary right of
prepayment), or any creditor of any Security Party becomes entitled to declare any such Indebtedness due and payable or any facility or commitment available to any Security Party relating to Indebtedness is withdrawn, suspended or cancelled by
reason of any default (however described) of the person concerned (unless the relevant creditor has granted to the Security Party a waiver in respect thereof and the Security Party has notified the Bank accordingly); or


		10.1.6	Execution: any uninsured judgment or order made against any Security Party is not stayed, appealed against or complied with within
fifteen (15) days or a creditor attaches or takes possession of, or a distress, execution, sequestration or other process is levied or enforced upon or sued out against, any of the undertakings, assets, rights or revenues of any Security Party and
is not discharged within thirty (30) days; or


		10.1.7	Insolvency: any Security Party is unable or admits inability to pay its debts as they fall due; suspends making payments on any of its
debts or announces an intention to do so other than in respect of any debt withheld in accordance with the terms of any agreement governing such debt; becomes insolvent; or suffers the declaration of a moratorium in respect of any of its
Indebtedness, Provided that in all cases, if the relevant Security Party has made a formal bona fide written request to a creditor to suspend payment of a debt or requested a creditor to write off a debt and has notified the Bank accordingly, no
Event of Default under this clause shall be deemed to have occurred until the earlier of (i) the date on which the relevant creditor informs the relevant Security Party it will not agree to suspend payment of the debt or write it off (as applicable)
and (ii) the date falling fifteen (15) days after the relevant due date and no Event of Default under this clause shall be deemed to have occurred at all if (i) a relevant creditor informs the relevant Security Party it will agree to suspend payment
of the debt or write it off (as applicable) or (ii) the relevant Security Party makes payment of the relevant debt, in each case before the date falling fifteen (15) days after the relevant due date; or


		10.1.8	Reduction or loss of capital: a meeting is convened by any Security Party (other than the Corporate Guarantor or the Manager) without
the Bank’s prior written consent, for the purpose of passing any resolution to purchase, reduce or redeem any of its share capital without the Bank’s prior written consent; or


		10.1.9	Dissolution: any corporate action, Proceedings or other steps are taken to dissolve or wind-up any Security Party or an order is made or
resolution passed for the dissolution or winding up of any Security Party; or


		10.1.10	Administration: any petition is presented, notice given or other steps are taken anywhere to appoint an administrator of any Security
Party or an administration order is made in relation to any Security Party; or


 
	 	
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		10.1.11	Appointment of receivers and managers: any administrative or other receiver is appointed anywhere of any Security Party or any part of
its assets and/or undertaking or any other steps are taken to enforce any Encumbrance over all or any part of the assets of any Security Party; or


		10.1.12	Compositions: any corporate action, legal proceedings or other procedures or steps are taken, by any Security Party or by any of its
creditors with a view to the general readjustment or rescheduling of all or substantially all of its Indebtedness or to proposing any kind of composition, compromise or arrangement involving such company and any of its creditors;
or


		10.1.13	Analogous proceedings: there occurs, in relation to any Security Party, in any country or territory in which any of them carries on
business or to the jurisdiction of whose courts any part of their assets is subject, any event which, in the reasonable opinion of the Bank, appears in that country or territory to correspond with, or have an effect equivalent or similar to, any of
those mentioned in clauses 10.1.6 to 10.1.12 (inclusive) or any Security Party otherwise becomes subject, in any such country or territory, to the operation of any law relating to insolvency, bankruptcy or liquidation; or


		10.1.14	Cessation of business: any Security Party suspends or ceases or threatens to suspend or cease to carry on its business without the prior
written consent of the Bank, such consent not to be unreasonably withheld; or


		10.1.15	Seizure: all or a material part of the undertaking, assets, rights or revenues of, or shares or other ownership interests in, any
Security Party are seized, nationalised, expropriated or compulsorily acquired by or under the authority of any Government Entity; or


		10.1.16	Invalidity: any of the Security Documents, other than as a result of any act or omission by the Bank, and the Underlying Documents shall
at any time and for any reason become invalid or unenforceable or otherwise cease to remain in full force and effect, or if the validity or enforceability of any of the Security Documents and the Underlying Documents shall at any time and for any
reason be contested by any Security Party which is a party thereto, or if any such Security Party shall deny that it has any, or any further, liability thereunder; or


		10.1.17	Unlawfulness: any Unlawfulness occurs or it becomes impossible or unlawful at any time for any Security Party, to fulfil any of the
covenants and obligations expressed to be assumed by it in any of the Security Documents or for the Bank to exercise the rights or any of them vested in it under any of the Security Documents or otherwise; or


		10.1.18	Repudiation: any Security Party repudiates any of the Security Documents or does or causes or permits to be done any act or thing
evidencing an intention to repudiate any of the Security Documents; or


		10.1.19	Encumbrances enforceable: any Encumbrance (other than Permitted Liens) in respect of any of the property (or part thereof) which is the
subject of any of the Security Documents becomes enforceable; or


 
	 	
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		10.1.20	Arrest: a Mortgaged Vessel is arrested, confiscated, seized, taken in execution, impounded, forfeited, detained in exercise or purported
exercise of any possessory lien or other claim or otherwise taken from the possession of the relevant Borrower and that relevant Borrower shall fail to procure the release of such Mortgaged Vessel within a period of fifteen (15) days thereafter
(this clause does not include capture of a Vessel by pirates for up to 12 months (but does apply if such capture exceeds 12 months) if relevant underwriters confirm in writing (in customary terms) within ninety (90) day of capture, that such capture
will be covered by the relevant Borrower’s war risks insurance); or


		10.1.21	Registration: the registration of a Mortgaged Vessel under the laws and flag of the relevant Flag State is cancelled or terminated
without the prior written consent of the Bank; or


		10.1.22	Unrest: the Flag State of a Vessel or the country in which any Security Party is incorporated or domiciled becomes involved in
hostilities or civil war or there is a seizure of power in the Flag State by unconstitutional means unless the relevant Borrower, as owner of the relevant Vessel registered in such Flag State shall have transferred its Vessel onto a new flag
acceptable to the Banks within sixty (60) days of the start of such hostilities or civil war or seizure of power; or


		10.1.23	Environmental Incidents: an Environmental Incident occurs which gives rise, or may give rise, to an Environmental Claim which could, in
the reasonable opinion of the Bank be expected to have a Material Adverse Effect; or


		10.1.24	P&I: a Borrower or the Manager or any other person fails or omits to comply with any requirements of the protection and indemnity
association or other insurer with which a Mortgaged Vessel is entered for insurance or insured against protection and indemnity risks (including oil pollution risks) to the effect that any cover (including, without limitation, any cover in respect
of liability for Environmental Claims arising in jurisdictions where such Mortgaged Vessel operates or trades) is liable to cancellation, qualification or exclusion at any time; or


		10.1.25	Material events: any other event occurs or circumstance arises which, in the reasonable opinion of the Bank, is reasonable likely to
give rise to a Materially Adverse Effect; or


		10.1.26	Required Authorisations: any Required Authorisation is revoked or withheld or modified or is otherwise not granted or fails to remain in
full force and effect or if any exchange control or other law or regulation shall exist which would make any transaction under the Security Documents or the continuation thereof, unlawful or would prevent the performance by any Security Party of any
term of any of the Security Documents;


		10.1.27	Ownership/management: there is any change in the direct or indirect ownership or beneficial ownership of either Borrower or either
Vessel (from that disclosed pursuant to paragraph (g) of Schedule 2, Part A) or change of Manager of either Vessel without the prior written consent of the Bank;


		10.1.28	Money Laundering: any Security Party is in breach of or fails to observe any law, requirement, measure or procedure implemented to
combat “money laundering” as defined in Article 1 of the Directive (91/308 EEC) of the Council of the European Communities; or


		10.2	Acceleration


 

The Bank may, without prejudice to any other rights of the Bank, at
any time after the happening of an Event of Default so long as the same is continuing by notice to the Borrowers declare that:

 
	 	
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		10.2.1	the obligation of the Bank to make the Commitment available shall be terminated, whereupon the Commitment shall immediately be cancelled;
and/or


		10.2.2	the Loan and all interest and commitment commission accrued and all other sums payable whensoever under the Security Documents have become due
and payable, whereupon the same shall, immediately or in otherwise accordance with the terms of such notice, become due and payable.


		10.3	Demand basis


If, under clause 10.2.2, the Bank has declared the Loan to be
due and payable on demand, at any time thereafter the Bank may by further notice to the Borrowers demand repayment of the Loan on such date as may be specified whereupon the Loan shall become due and payable accordingly with all interest and
commitment commission accrued and all other sums payable under this Agreement.

		11	Indemnities


		11.1	General indemnity


Each Borrower agrees to indemnify the Bank on demand, without
prejudice to any of the Bank’s other rights under any of the Security Documents, against any loss (including loss of Margin) or expense (including, without limitation, any Break Costs) which the Bank shall certify as sustained at any time by
it in connection with this Agreement.

		11.2	Environmental indemnity


The Borrowers shall indemnify the Bank on demand and hold it
harmless from and against all costs, claims, expenses, payments, charges, losses, demands, liabilities, actions, Proceedings, penalties, fines, damages, judgements, orders, sanctions or other outgoings of whatever nature which may be incurred or
made or asserted whensoever against the Bank at any time, whether before or after the repayment in full of principal and interest under this Agreement, arising howsoever out of an Environmental Claim made or asserted against the Bank which would not
have been, or been capable of being, made or asserted against the Bank had it not entered into any of the Security Documents or been involved in any of the resulting or associated transactions.

		11.3	Capital adequacy and reserve requirements indemnity


The Borrowers shall promptly indemnify the Bank on demand
against any cost incurred or loss suffered by the Bank as a result of its complying with (i) the minimum reserve requirements from time to time of the European Central Bank (ii) any capital adequacy directive of the European Union and/or (iii) any
revised framework for international convergence of capital measurements and capital standards and/or any regulation imposed by any Government Entity in connection therewith, and/or in connection with maintaining required reserves with a relevant
national central bank to the extent that such compliance or maintenance relates to the Commitment or deposits obtained by it to fund the whole or part thereof and to the extent such cost or loss is not recoverable by the Bank under clause
11.2..

		12	UNLAWFULNESS AND INCREASED COSTS MITIGATION


		12.1	Unlawfulness




 
	 	
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 Regardless of any other provision of this
Agreement, in the event that the Bank notifies the Borrowers that by reason of:

		(a)	the introduction of or any change in any applicable law or regulation or any change in the interpretation or application thereof;
or


		(b)	compliance by the Bank with any directive, request or requirement (whether or not having the force of law) of any central bank or Government
Entity

 it becomes unlawful or it is
prohibited by or contrary to such directive request or requirement for the Bank to maintain or give effect to any of its obligations in connection howsoever with this Agreement then (i) the Commitment shall be reduced to zero and (ii) the Borrowers
shall be obliged to prepay the Loan either immediately or on a future date (specified in the Bank’s notice) not being earlier than the latest date permitted by the relevant law, regulation, directive, request or requirement with interest and
commitment commission accrued to the date of prepayment and all other sums payable whensoever by the Borrowers under this Agreement.

		12.2	Increased costs


If the Bank certifies to the Borrowers that at any time the
effect of any applicable law, regulation or regulatory requirements or the interpretation or application thereof or any change therein (including the imposition upon whomsoever of Taxes on payments hereunder or otherwise howsoever in connection with
this Agreement other than taxes on the overall net income of the Bank) or the effect of complying with any applicable directive, request or requirement (whether or not having the force of law) of any central bank or Government Entity (including, but
not limited to, the “International Convergence of Capital Standards, a Revised Framework” published by the Basle Committee on Banking Supervision in June 2004 as implemented in the EU by the Capital Requirements Directive (2006/48/EC and
2006/49/EC) and including any kind of liquidity, stock or capital adequacy controls or other banking or monetary controls or requirements which affect the manner in which the Bank or its holding company allocates capital resources to the
Bank’s obligations hereunder) is to:

		12.2.1	subject the Bank to Taxes or change the basis of Taxation of the Bank relating to any payment under any of the Security Documents (other than
Taxes or Taxation on the overall net income of the Bank imposed in the jurisdiction in which its principal or lending office under this Agreement is located); and/or


		12.2.2	increase the cost to, or impose an additional cost on, the Bank or its holding company in making or keeping the Commitment available or
maintaining or funding all or part of the Loan; and/or


		12.2.3	reduce the amount payable or the effective return to the Bank under any of the Security Documents; and/or


		12.2.4	reduce the Bank’s or its holding company’s rate of return on its overall capital by reason of a change in the manner in which it is
required to allocate capital resources to the Bank’s obligations under any of the Security Documents; and/or


		12.2.5	require the Bank or its holding company to make a payment or forgo a return on or calculated by reference to any amount received or receivable
by the Bank under any of the Security Documents; and/or


 
	 	
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		12.2.6	require the Bank or its holding company to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to
deduct all or part of the Commitment or the Loan from its capital for regulatory purposes,

 then and in each such case (subject to clause 12.3) the Borrowers must on demand either:

		(a)	pay to the Bank the amount which the Bank certifies (in a certificate setting forth the basis of the computation of such amount but not
including any matters which the Bank or its holding company regards as confidential) is required to compensate the Bank and/or (as the case may be) its holding company for such liability to Taxes, cost, reduction, payment, forgone return or loss;
or


		(b)	prepay the Loan, in respect of which prepayment the terms of clause 4.5 shall apply.


For the purposes of this clause 12.2 and clause 12.4
“holding company” means the company or entity (if any) within the consolidated supervision of which the Bank is included.

		12.3	Exception


Nothing in clause 12.2 shall entitle the Bank to receive any
amount relating to compensation for any such liability to Taxes, increased or additional cost, reduction, payment, foregone return or loss to the extent that the same is the subject of an additional payment under clause 6.6.

		13	Security, set-off and miscellaneous


		13.1	Application of moneys


All moneys received by the Bank under or pursuant to any of the
Security Documents and expressed to be applicable in accordance with the provisions of this clause 13.1 shall be applied by the Bank as follows:

		13.1.1	first in or toward payment of all unpaid fees, commissions, sums which have been demanded by way of indemnity and expenses which may be owing
to the Bank under any of the Security Documents;


		13.1.2	secondly in or towards payment of any arrears of interest owing in respect of the Loan or any part thereof;


		13.1.3	thirdly in or towards repayment of the Loan (whether the same is due and payable or not);


		13.1.4	fourthly in or towards payment to the Bank for any loss which the Bank certifies it has suffered by reason of any such payment in respect of
principal not being effected on an Interest Payment Date relating to the part of the Loan repaid;


		13.1.5	fifthly in or towards payment to the Bank of any other sums which the Bank certifies are owing to it under any of the Security Documents;
and


		13.1.6	sixthly the surplus (if any) shall be paid to the Borrowers or to whomsoever else may appear to the Bank to be entitled to receive such
surplus.

 The order of application set
out in clauses 13.1.1 to 13.1.6 may be varied by the Bank without any reference to, or consent or approval from, the Borrowers upon the occurrence of an Event of Default.

 
	 	
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		13.2	Set-off


		13.2.1	Each Borrower authorises the Bank (without prejudice to any of the Bank’s rights at law, in equity or otherwise), at any time and without
notice to the Borrowers, to apply any credit balance to which either Borrower is then entitled standing upon any account of the Borrowers or either of them with any branch of the Bank in or towards satisfaction of any sum due and payable from the
Borrowers to the Bank under any of the Security Documents. For this purpose, the Bank is authorised to purchase with the moneys standing to the credit of such account such other currencies as may be necessary to effect such
application.


		13.2.2	The Bank shall not be obliged to exercise any right given to it by this clause 13.2. The Bank shall notify the Borrowers prior to or upon the
exercise or purported exercise of any right of set-off.


		13.2.3	Nothing in this clause 13.2 shall be effective to create a charge or other security interest.


		13.3	Further assurance


The Borrowers undertake with the Bank to ensure that, throughout
the Facility Period, the Security Documents shall be valid and binding obligations of the respective parties thereto and rights of the Bank enforceable in accordance with their respective terms and that they will, at their expense, execute, sign,
perfect and do, and will procure the execution, signing, perfecting and doing by each of the other Security Parties of, any and every such further assurance, document, act or thing as in the reasonable opinion of the Bank may be necessary or
desirable for perfecting the security contemplated or constituted by the Security Documents.

		13.4	Conflicts


In the event of any conflict between this Agreement and any of
the other Security Documents, the provisions of this Agreement shall prevail.

		13.5	No implied waivers, remedies cumulative


No failure or delay on the part of the Bank to exercise any
power, right or remedy under any of the Security Documents shall operate as a waiver thereof, nor shall any single or partial exercise by the Bank of any power, right or remedy preclude any other or further exercise thereof or the exercise of any
other power, right or remedy. The remedies provided in the Security Documents are cumulative and are not exclusive of any remedies provided by law. No waiver by the Bank shall be effective unless it is in writing.

		13.6	Severability


If any provision of this Agreement is prohibited, invalid,
illegal or unenforceable in any jurisdiction, such prohibition, invalidity, illegality or unenforceability shall not affect or impair howsoever the remaining provisions thereof or affect the validity, legality or enforceability of such provision in
any other jurisdiction.

		13.7	Force Majeure




 
	 	
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 Regardless of any other provision of this
Agreement the Bank shall not be liable for any failure to perform the whole or any part of this Agreement resulting directly or indirectly from (i) the action or inaction or purported action of any governmental or local authority (ii) any strike,
lockout, boycott or blockade (including any strike, lockout, boycott or blockade effected by or upon the Bank or any of its representatives or employees) (iii) any act of God (iv) any act of war (whether declared or not) or terrorism (v) any failure
of any information technology or other operational systems or equipment affecting the Bank or (vi) any other circumstances whatsoever outside the Bank’s control.

		13.8	Amendments


This Agreement may be amended or varied only by an instrument in
writing executed by both parties hereto who irrevocably agree that the provisions of this clause 13.8 may not be waived or modified except by an instrument in writing to that effect signed by both of them.

		13.9	Counterparts


This Agreement may be executed in any number of counterparts and
all such counterparts taken together shall be deemed to constitute one and the same agreement which may be sufficiently evidenced by one counterpart.

		13.10	English language


All documents required to be delivered under and/or supplied
whensoever in connection howsoever with any of the Security Documents and all notices, communications, information and other written material whatsoever given or provided in connection howsoever therewith must either be in the English language or
accompanied by an English translation certified by a notary, lawyer or consulate acceptable to the Bank.

		14	EARNINGS Accounts


		14.1	General


Each Borrower undertakes with the Bank that it will ensure
that:

		14.1.1	it will on or before the Drawdown Date in respect of its Vessel, open an Earnings Account in its name; and


		14.1.2	all moneys payable to either Borrower in respect of the Earnings of its Mortgaged Vessel shall, unless and until the Bank directs to the
contrary pursuant to the provisions of the relevant Mortgage, be paid to its Earnings Account, Provided however that if any of the moneys paid to either Earnings Account are payable in a currency other than USD, they shall be paid to a sub-account
of that Earnings Account denominated in such currency (except that if the Borrowers fail to open such a sub-account, the Bank shall then convert such moneys into USD at the Bank’s spot rate of exchange at the relevant time for the purchase of
USD with such currency and the term “spot rate of exchange” shall include any premium and costs of exchange payable in connection with the purchase of USD with such currency).


		14.2	Earnings Accounts: withdrawals and minimum liquidity




 
	 	
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 Any sums standing to the credit of the
Earnings Accounts may be applied from time to time (i) firstly to make the payments required under this Agreement, (ii) secondly, subject to no Event of Default having occurred, in the operation of the Vessels and (iii) subject to there being at any
time sufficient funds to pay amounts due under (i) and (ii) above as they fall due, thirdly for the Borrowers’ general corporate purposes PROVIDED THAT on or before the drawdown of the Loan the Borrowers must credit to their Earnings Accounts
an aggregate of no less than USD200,000 (the “Minimum Liquidity Amount”).

		14.3	Application of accounts


At any time after the occurrence of an Event of Default, the
Bank may, without notice to the Borrowers, apply all moneys then standing to the credit of the Earnings Accounts (together with interest from time to time accruing or accrued thereon) in or towards satisfaction of any sums due to the Bank under the
Security Documents in the manner specified in clause 13.1 (Application of moneys).

		14.4	Charging of Earnings Accounts


The Earnings Accounts and all amounts from time to time
respectively standing to the credit thereof shall be subject to the security constituted and the rights conferred by, respectively, the Earnings Account Pledges.

		15	Assignment, transfer and lending office


		15.1	Benefit and burden


This Agreement shall be binding upon, and ensure for the benefit
of, the Bank and the Borrowers and their respective successors.

		15.2	No assignment by Borrowers


The Borrowers may not assign or transfer any of their respective
rights or obligations under this Agreement.

		15.3	Assignment by Bank


The Bank may, without the consent of the Borrowers, assign all
or any part of its rights under any of the Security Documents to any other bank or financial institution (an “Assignee”).

		15.4	Transfer by Bank


The Bank may transfer all or any part of its rights, benefits
and/or obligations under this Agreement and/or any of the other Security Documents to any one or more banks or other financial institutions (a “Transferee”) without the consent of the Borrowers provided always that any such
Transferee, by delivery of such undertaking as the Bank may approve, becomes bound by the terms of this Agreement and agrees to perform all or, as the case may be, relevant part of the Bank’s obligations under this Agreement.

		15.5	Documentation




 
	 	
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 If the Bank assigns all or any part of its
rights or transfers all or any part of its rights, benefits and/or obligations as provided in clause 15.3 or 15.4 the Borrowers undertake, immediately on being requested to do so by the Bank , to enter into, and procure that the other Security
Parties shall enter into, such documents as may be necessary or desirable to transfer to the Assignee or Transferee all or the relevant part of the Bank’s interest in the Security Documents. Thereafter, all relevant references in this
Agreement to the Bank shall be construed as a reference to the Bank and/or its Assignee or Transferee (as the case may be) to the extent of their respective interests.

		15.6	Lending office


The Bank shall lend through its office at the address specified
above or through any other office of the Bank selected from time to time by it through which the Bank wishes to lend for the purposes of this Agreement.

		15.7	Disclosure of information


The Bank may disclose to a prospective Assignee, Transferee or
to any other person who may propose entering into contractual relations with the Bank in relation to this Agreement such information about or in connection with any of the Security Parties and the Security Documents as the Bank considers
appropriate.
 Any non-disclosure undertaking contained
herein shall not prevent the Corporate Guarantor from disclosing any information required to be disclosed by law, regulation or any governmental or competent regulatory authority (including without limitation, any securities exchange), provided
that, to the extent reasonably practicable, the Corporate Guarantor shall inform the Bank on the proposed form, timing, nature and purpose of the disclosure.

		15.8	No additional costs


If at the time of, or immediately after, any assignment and/or
transfer by the Bank of all or any part of its rights and/or benefits and/or obligations under this Agreement, or any change in the office through which the Bank lends for the purposes of this Agreement, the Borrowers would be obliged to pay to the
Assignee or Transferee or (in the case of a change of lending office) the Bank under clause 6.6 or 12.2 any sum exceeding the sum (if any) which it would have been obliged to pay to the Bank under the relevant clause had no such assignment, transfer
or change taken place, the Borrowers shall not be obliged to pay such excess.

		16	Notices


		16.1	General


		16.1.1	unless otherwise specifically provided herein, every notice under or in connection with this Agreement shall be given in English by letter
delivered personally and/or sent by post and/or transmitted by fax;


		16.1.2	in this clause “notice” includes any demand, consent, authorisation, approval, instruction, certificate, request, waiver or other
communication.


		16.2	Addresses for communications, effective date of notices


 
	 	
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		16.2.1	subject to clause 16.2.2 and clause 16.2.4 notices to the Borrowers shall be deemed to have been given and shall take effect when received in
full legible form by the Borrowers at the address and/or the fax number appearing below (or at such other address or fax number as the Borrowers may hereafter specify for such purpose to the Bank by notice in writing);


Address             
             c/o Navios Shipmanagement Inc. 
 85 Akti Miaouli

185 38 Piraeus

Greece

Fax no:
                            + 30 210 4171984

		16.2.2	notwithstanding the provisions of clause 16.2.1 or clause 16.2.4, a notice of Default and/or a notice given pursuant to clause 10.2 or clause
10.3 shall be deemed to have been given and shall take effect when delivered, sent or transmitted by the Bank to the Borrowers to the address or fax number referred to in clause 16.2.1;


 

		16.2.3	subject to clause 16.2.4, notices to the Bank shall be deemed to be given, and shall take effect, when received in full legible form by the
Bank at the address and/or the fax number appearing below (or at any such other address or fax number as the Bank may hereafter specify for such purpose to the Borrowers by notice in writing);


Address:         
                Alpha Bank S.A.

       
       93 Akti Miaouli
               185 38 Piraeus

      
        Greece 
 Fax no:                            +30 210
4290268

		16.2.4	if under clause 16.2.1 or clause 16.2.3 a notice would be deemed to have been given and effective on a day which is not a working day in the
place of receipt or is outside the normal business hours in the place of receipt, the notice shall be deemed to have been given and to have taken effect at the opening of business on the next working day in such place.


		
 17
	Borrowers' obligations


		17.1	Joint and several


 Regardless of any other provision in any of the Security
Documents, all obligations and liabilities whatsoever of the Borrowers herein contained are joint and several and shall be construed accordingly. Each of the Borrowers agrees and consents to be bound by the Security Documents to which it becomes a
party notwithstanding that the other Borrower may not do so or be effectually bound and notwithstanding that any of the Security Documents may be invalid or unenforceable against the other Borrower, whether or not the deficiency is known to the
Bank.

		17.2	Borrowers as principal debtors


 Each Borrower acknowledges that it is a principal and
original debtor in respect of all amounts which may become payable by the Borrowers in accordance with the terms of any of the Security Documents and agrees that the Bank may continue to treat it as such, whether or not the Bank is or becomes aware
that such Borrower is or has become a surety for the other Borrower.

 
	 	
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		17.3	Indemnity


 The Borrowers undertake to keep the Bank fully indemnified
on demand against all claims, damages, losses, costs and expenses arising from any failure of either Borrower to perform or discharge any purported obligation or liability of that Borrower which would have been the subject of this Agreement or any
other Security Document had it been valid and enforceable and which is not or ceases to be valid and enforceable against the other Borrower on any ground whatsoever, whether or not known to the Bank including, without limitation, any irregular
exercise or absence of any corporate power or lack of authority of, or breach of duty by, any person purporting to act on behalf of the other Borrower (or any legal or other limitation, whether under the Limitation Acts or otherwise or any
disability or death, bankruptcy, unsoundness of mind, insolvency, liquidation, dissolution, winding up, administration, receivership, amalgamation, reconstruction or any other incapacity of any person whatsoever (including, in the case of a
partnership, a termination or change in the composition of the partnership) or any change of name or style or constitution of any Security Party)).

		17.4	Liability unconditional


 None of the obligations or liabilities of the Borrowers
under any Security Document shall be discharged or reduced by reason of:

		17.4.1	the death, bankruptcy, unsoundness of mind, insolvency, liquidation, dissolution, winding-up,
administration, receivership, amalgamation, reconstruction or other incapacity of any person whatsoever (including, in the case of a partnership, a termination or change in the composition of the partnership) or any change of name or style
or
 constitution of either Borrower or any other person liable;



		17.4.2	the Bank granting any time, indulgence or concession to, or compounding with, discharging, releasing or varying the liability of, either
Borrower or any other person liable or renewing, determining, varying or increasing any accommodation, facility or transaction or otherwise dealing with the same in any manner whatsoever or concurring in, accepting, varying any compromise,
arrangement or settlement or omitting to claim or enforce payment from either Borrower or any other person liable; or


		17.4.3	anything done or omitted which but for this provision might operate to exonerate the Borrowers or either of them.


		17.5	Recourse to other security


 The Bank shall not be obliged to make any claim or demand
or to resort to any security or other means of payment now or hereafter held by or available to them for enforcing any of the Security Documents against either Borrower or any other person liable and no action taken or omitted by the Bank in
connection with any such security or other means of payment will discharge, reduce, prejudice or affect the liability of the Borrowers under the Security Documents to which either of them is, or is to be, a party.

		17.6	Waiver of Borrowers' rights


 Each Borrower agrees with the Bank that, throughout the
Facility Period, it will not, without the prior written consent of the Bank:

 
	 	
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		17.6.1	exercise any right of subrogation, reimbursement and indemnity against the other Borrower or any other person liable under the Security
Documents;

 

		17.6.2	demand or accept repayment in whole or in part of any Indebtedness now or hereafter due to such Borrower from the other Borrower or from any
other person liable for such Indebtedness or demand or accept any guarantee against financial loss or any document or instrument created or evidencing an Encumbrance in respect of the same or dispose of the same;




		17.6.3	take any steps to enforce any right against the other Borrower or any other person liable in respect of any such moneys;
or

 

		17.6.4	claim any set-off or counterclaim against the other Borrower or any other person liable or claim or prove in competition with the Bank in the
liquidation of the other Borrower or any other person liable or have the benefit of, or share in, any payment from or composition with, the other Borrower or any other person liable or any security granted under any Security Document now or
hereafter held by the Bank for any moneys owing under this Agreement or for the obligations or liabilities of any other person liable but so that, if so directed by the Bank, it will prove for the whole or any part of its claim in the liquidation of
the other Borrower or other person liable on terms that the benefit of such proof and all money received by it in respect thereof shall be held on trust for the Bank and applied in or towards discharge of any moneys owing under this Agreement in
such manner as the Bank shall require.

 

		18	Governing law


		
 18.1
	Law

  This Agreement and any non-contractual obligations arising out of or in connection with it is governed by and shall be construed in accordance with English law.

		19	Jurisdiction


		19.1	Exclusive jurisdiction


 For the benefit of the Bank, and subject to clause 19.4
below, the Borrowers hereby irrevocably agree that the courts of England shall have exclusive jurisdiction:

		19.1.1	to settle any disputes or other matters whatsoever arising under or in connection with this Agreement or any non-contractual obligation arising
out of or in connection with this Agreement and any disputes or other such matters arising in connection with the negotiation, validity or enforceability of this Agreement or any part thereof, whether the alleged liability shall arise under the laws
of England or under the laws of some other country and regardless of whether a particular cause of action may successfully be brought in the English courts; and


		19.1.2	to grant interim remedies or other provisional or protective relief.


		19.2	Submission and service of process


 The Borrowers accordingly irrevocably and unconditionally
submit to the jurisdiction of the English courts. Without prejudice to any other mode of service each Borrower:

 
	 	
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		19.2.1	irrevocably empowers and appoints Hill Dickinson Services (London) Ltd at present of The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW,
England as its agent to receive and accept on its behalf any process or other document relating to any proceedings before the English courts in connection with this Agreement;


		19.2.2
  
	agrees to maintain such an agent for service of process in England from the date hereof until the end of the Facility
Period;


		19.2.3
  
	agrees that failure by a process agent to notify the Borrowers of service of process will not invalidate the proceedings
concerned;


		19.2.4
  
	without prejudice to the effectiveness of service of process on its agent under clause 19.2.1 above but as an alternative method, consents to
the service of process relating to any such proceedings by mailing or delivering a copy of the process to its address for the time being applying under clause 16.2; and


		19.2.5
  
	agrees that if the appointment of any person mentioned in clause 19.2.1 ceases to be effective, the Borrowers shall immediately appoint a
further person in England to accept service of process on its behalf in England and, failing such appointment with in seven (7) days the Bank shall thereupon be entitled and is hereby irrevocably authorised by the Borrowers in those circumstances to
appoint such person by notice to the Borrowers.


		19.3	Forum non conveniens and enforcement abroad


 The Borrowers:

		19.3.1
  
	waive any right and agree not to apply to the English court or other court in any jurisdiction whatsoever to stay or strike out any proceedings
commenced in England on the ground that England is an inappropriate forum and/or that proceedings have been or will be started in any other jurisdiction in connection with any dispute or related matter falling within clause 19.1;
and


		19.3.2
  
	agree that a judgment or order of an English court in a dispute or other matter falling within clause 19.1 shall be conclusive and binding on
the Borrowers and may be enforced against it in the courts of any other jurisdiction.


		19.4
  
	Right of Bank, but not Borrowers, to bring proceedings in any other jurisdiction


		19.4.1
  
	Nothing in this clause 19 limits the right of the Bank to bring proceedings, including third party proceedings, against the Borrowers or either
of them, or to apply for interim remedies, in connection with this Agreement in any other court and/or concurrently in more than one jurisdiction; and


		19.4.2
  
	the obtaining by the Bank of judgment in one jurisdiction shall not prevent the Bank from bringing or continuing proceedings in any other
jurisdiction, whether or not these shall be founded on the same cause of action.


		19.5	Enforceability despite invalidity of Agreement




 
	 	
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 The jurisdiction agreement contained in
this clause 19 shall be severable from the rest of this Agreement and shall remain valid, binding and in full force and shall continue to apply notwithstanding this Agreement or any part thereof being held to be avoided, rescinded, terminated,
discharged, frustrated, invalid, unenforceable, illegal and/or otherwise of no effect for any reason.

		19.6
  
	Effect in relation to claims by and against non-parties


		19.6.1
  
	for the purpose of this clause “Foreign Proceedings” shall mean any Proceedings except proceedings brought or pursued in England
arising out of or in connection with or in any way related to any of the Security Documents or any assets subject thereto or any action of any kind whatsoever taken by the Bank pursuant thereto or which would, if brought by the Borrowers or either
of them against the Bank, have been required to be brought in the English courts;


		19.6.2
  
	neither Borrower shall bring or pursue any Foreign Proceedings against the Bank and each Borrower shall use its best endeavours to prevent
persons not party to this Agreement from bringing or pursuing any Foreign Proceedings against the Bank;


		19.6.3
  
	If, for any reason whatsoever, any Security Party and/or any third party brings or pursues against the Bank any Foreign Proceedings, the
Borrowers shall indemnify the Bank on demand in respect of any and all claims, losses, damages, demands, causes of action, liabilities, costs and expenses (including, but not limited to, legal costs) of whatsoever nature howsoever arising from or in
connection with such Foreign Proceedings which the Bank certifies as having been incurred by it; and


		19.6.4	the Bank and the Borrowers hereby agree and declare that the benefit of this clause 19 shall extend to and may be enforced by any officer,
employee, agent or business associate of the Bank against whom either Borrowers brings a claim in connection howsoever with (i) any of the Security Documents or any assets subject thereto or (ii) any action of any kind whatsoever taken by, or on
behalf of or for the purported benefit of the Bank pursuant thereto, or which, if it were brought against the Bank, would fall within the material scope of clause 19.1. In those circumstances this clause 19 shall be read and construed as if
references to the Bank were references to such officer, employee, agent or business associate, as the case may be.